Exhibit 4.7


 


EXECUTION VERSION 


	 









 


DEUTSCHE
MORTGAGE & ASSET RECEIVING CORPORATION,

Depositor,


 


wells
fargo BANK, NATIONAL ASSOCIATION,

Master Servicer,


 


CWCAPITAL
ASSET MANAGEMENT LLC,

Special Servicer,


 


wilmington
trust, NATIONAL ASSOCIATION,

Trustee,


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator, Paying Agent and Custodian,


 


and


 


park
bridge lender services LLC,

Operating Advisor and Asset Representations Reviewer


 





 



  


POOLING
AND SERVICING AGREEMENT

Dated as of July 1, 2018


 





 



 


Benchmark
2018-B4 Mortgage Trust

Commercial Mortgage Pass-Through Certificates,

Series 2018-B4 


	 





 






     


     


    

 


TABLE
OF CONTENTS


 





	 	 	Page
	 	 	 
	ARTICLE
    I
	 	 	 
	DEFINITIONS
	 
	Section 1.01	Defined
    Terms	5
	Section 1.02	Certain
    Calculations	115
	Section 1.03	Certain
    Constructions	119
	Section 1.04	Certain
    Matters Relating to the Non-Serviced Mortgage Loans	120
	 	 	 
	ARTICLE
    II
	 	 	 
	CONVEYANCE
    OF MORTGAGE LOANS;
	ORIGINAL
    ISSUANCE OF CERTIFICATES
	 
	Section 2.01	Conveyance
    of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements	121
	Section 2.02	Acceptance
    by Custodian and the Trustee	132
	Section 2.03	Representations,
    Warranties and Covenants of the Depositor; Repurchase and Substitution of Mortgage Loans	134
	Section 2.04	Representations,
    Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
    Advisor and the Asset Representations Reviewer	151
	Section 2.05	Execution
    and Delivery of Certificates; Issuance of Upper-Tier Regular Interests; Issuance of Lower-Tier Regular Interests	159
	Section 2.06	Miscellaneous
    REMIC and Grantor Trust Provisions	160
	 	 	 
	ARTICLE
    III
	 	 	 
	ADMINISTRATION
    AND SERVICING
	OF THE
    TRUST FUND
	 
	Section 3.01	The
    Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Mortgage Loans
    and the Serviced Companion Loans	161
	Section 3.02	Liability
    of the Master Servicer and the Special Servicer When Sub-Servicing	167
	Section 3.03	Collection
    of Mortgage Loan and Serviced Companion Loan Payments	167
	Section 3.04	Collection
    of Taxes, Assessments and Similar Items; Escrow Accounts	168
	Section 3.05	Collection
    Accounts; Gain-on-Sale Reserve Account; Distribution Accounts; Interest Reserve Account and Serviced Whole Loan Collection
    Accounts	171



 






    -i- 


     


    

 


	Section 3.06	Permitted
    Withdrawals from the Collection Accounts, the Serviced Whole Loan Collection Accounts and the Distribution Accounts; Trust
    Ledger	179
	Section 3.07	Investment
    of Funds in the Collection Accounts, the Serviced Whole Loan Collection Accounts, the Distribution Accounts, the Interest
    Reserve Account, the Gain-on-Sale Reserve Account, the REO Account, the Lock-Box Accounts, the Cash Collateral Accounts and
    the Reserve Accounts	199
	Section 3.08	Maintenance
    of Insurance Policies and Errors and Omissions and Fidelity Coverage	201
	Section 3.09	Enforcement
    of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions	206
	Section 3.10	Appraisals;
    Realization upon Defaulted Loans	213
	Section 3.11	Custodian
    to Cooperate; Release of Mortgage Files	219
	Section 3.12	Servicing
    Fees, Certificate Administrator/Trustee Fees and Special Servicing Compensation	221
	Section 3.13	Reports
    to the Certificate Administrator; Collection Account Statements	229
	Section 3.14	Access
    to Certain Documentation	237
	Section 3.15	Title
    and Management of REO Properties and REO Accounts	246
	Section 3.16	Sale
    of Specially Serviced Loans and REO Properties	251
	Section 3.17	Additional
    Obligations of the Master Servicer and the Special Servicer; Inspections	257
	Section 3.18	Authenticating
    Agent	258
	Section 3.19	Appointment
    of Custodians	259
	Section 3.20	Lock-Box
    Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts	260
	Section 3.21	Servicing
    Advances	260
	Section 3.22	Appointment
    and Replacement of Special Servicer	264
	Section 3.23	Transfer
    of Servicing Between the Master Servicer and the Special Servicer; Record Keeping; Asset Status Report	270
	Section 3.24	Special
    Instructions for the Master Servicer and/or Special Servicer	277
	Section 3.25	Certain
    Rights and Obligations of the Master Servicer and/or the Special Servicer	278
	Section 3.26	Modification,
    Waiver, Amendment and Consents	278
	Section 3.27	Certain
    Intercreditor Matters Relating to the Whole Loans	284
	Section 3.28	Directing
    Holder Contact with the Master Servicer and the Special Servicer	288
	Section 3.29	Controlling
    Class Certificateholders and the Directing Holder; Certain Rights and Powers of the Directing Holder	289
	Section 3.30	Rating
    Agency Confirmation	293
	Section 3.31	Appointment
    and Duties of the Operating Advisor	296
	Section 3.32	Delivery
    of Excluded Information to the Certificate Administrator	298
	Section 3.33	Certain
    Matters with Respect to Joint Mortgage Loans	301
	Section 3.34	Resignation
    Upon Prohibited Risk Retention Affiliation	305



 






    -ii- 


     


    

 


	 	 	 
	ARTICLE
    IV
	 	 	 
	DISTRIBUTIONS
    TO CERTIFICATEHOLDERS
	 
	Section 4.01	Distributions	306
	Section 4.02	Statements
    to Certificateholders; Reports by Certificate Administrator; Other Information Available to the Holders and Others	315
	Section 4.03	Compliance
    with Withholding Requirements	329
	Section 4.04	REMIC
    Compliance	329
	Section 4.05	Imposition
    of Tax on the Trust Fund	331
	Section 4.06	Remittances	333
	Section 4.07	P&I
    Advances	333
	Section 4.08	Appraisal
    Reductions; Collateral Deficiency Amounts	339
	Section 4.09	Grantor
    Trust Reporting	343
	Section 4.10	Secure
    Data Room	344
	 	 	 
	ARTICLE
    V
	 	 	 
	THE CERTIFICATES
	 
	Section 5.01	The
    Certificates	345
	Section 5.02	Registration,
    Transfer and Exchange of Certificates	350
	Section 5.03	Mutilated,
    Destroyed, Lost or Stolen Certificates	363
	Section 5.04	Appointment
    of Paying Agent	363
	Section 5.05	Access
    to Certificateholders’ Names and Addresses; Special Notices	364
	Section 5.06	Actions
    of Certificateholders	365
	Section 5.07	Rule
    144A Information	365
	Section 5.08	Voting
    Procedures	366
	 	 	 
	ARTICLE
    VI
	THE DEPOSITOR,
    THE MASTER SERVICER, THE SPECIAL SERVICER, THE
	DIRECTING
    HOLDER, THE OPERATING ADVISOR AND THE ASSET
	REPRESENTATIONS
    REVIEWER
	 
	Section 6.01	Liability
    of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer	367
	Section 6.02	Merger
    or Consolidation of the Master Servicer, the Special Servicer, the Depositor, the Asset Representations Reviewer or the Operating
    Advisor	367
	Section 6.03	Limitation
    on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
    Reviewer and Others	368
	Section 6.04	Limitation
    on Resignation of the Master Servicer, the Special Servicer and the Operating Advisor; Termination of the Master Servicer,
    the Special Servicer and the Operating Advisor	371



 






    -iii- 


     


    

 


	Section 6.05	Rights
    of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer	373
	Section 6.06	The
    Master Servicer or Special Servicer as Owners of a Certificate	374
	Section 6.07	The
    Directing Holder	374
	Section 6.08	Rights
    of Non-Directing Holders	379
	 	 	 
	ARTICLE
    VII
	 	 	 
	SERVICER
    AND OPERATING ADVISOR TERMINATION
	 
	Section 7.01	Servicer
    Termination Events	380
	Section 7.02	Trustee
    to Act; Appointment of Successor	388
	Section 7.03	Notification
    to Certificateholders and Other Persons	390
	Section 7.04	Other
    Remedies of Trustee	391
	Section 7.05	Waiver
    of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	391
	Section 7.06	Trustee
    as Maker of Advances	392
	Section 7.07	Termination
    of the Operating Advisor	392
	 	 	 
	ARTICLE
    VIII
	 	 	 
	CONCERNING
    THE TRUSTEE AND CERTIFICATE ADMINISTRATOR
	 
	Section 8.01	Duties
    of Trustee and Certificate Administrator	395
	Section 8.02	Certain
    Matters Affecting the Trustee and the Certificate Administrator	398
	Section 8.03	Trustee
    and Certificate Administrator Not Liable for Certificates or Mortgage Loans	401
	Section 8.04	Trustee
    and Certificate Administrator May Own Certificates	402
	Section 8.05	Payment
    of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification	402
	Section 8.06	Eligibility
    Requirements for Trustee and Certificate Administrator	406
	Section 8.07	Resignation
    and Removal of Trustee and Certificate Administrator	407
	Section 8.08	Successor
    Trustee and Certificate Administrator	409
	Section 8.09	Merger
    or Consolidation of Trustee or Certificate Administrator	410
	Section 8.10	Appointment
    of Co-Trustee or Separate Trustee	410
	 	 	 
	ARTICLE
    IX
	 	 	 
	TERMINATION
	Section 9.01	Termination	411



 






    -iv- 


     


    

 


	 	 	 
	ARTICLE
    X
	 	 	 
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section 10.01	Intent
    of the Parties; Reasonableness	416
	Section 10.02	Notification
    Requirements and Deliveries in Connection with securitization of a Serviced Companion Loan	417
	Section 10.03	Information
    to be Provided by the Master Servicer and the Special Servicer	419
	Section 10.04	Information
    to be Provided by the Trustee	420
	Section 10.05	Filing
    Obligations	420
	Section 10.06	Form
    10-D and Form ABS-EE Filings	422
	Section 10.07	Form
    10-K Filings	427
	Section 10.08	Sarbanes-Oxley
    Certification	430
	Section 10.09	Form
    8-K Filings	431
	Section 10.10	Suspension
    of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports	433
	Section 10.11	Annual
    Compliance Statements	434
	Section 10.12	Annual
    Reports on Assessment of Compliance with Servicing Criteria	435
	Section 10.13	Annual
    Independent Public Accountants’ Servicing Report	437
	Section 10.14	Exchange
    Act Reporting Indemnification	438
	Section 10.15	Amendments	441
	Section 10.16	Exchange
    Act Report Signatures; Delivery of Notices	442
	Section 10.17	Termination
    of the Certificate Administrator	443
	 	 	 
	ARTICLE
    XI
	 	 	 
	THE ASSET
    REPRESENTATIONS REVIEWER
	 
	Section 11.01	Asset
    Review	444
	Section 11.02	Payment
    of Asset Representations Reviewer Asset Review Fees and Expenses; Limitation of Liability	450
	Section 11.03	Resignation
    of the Asset Representations Reviewer	451
	Section 11.04	Restrictions
    of the Asset Representations Reviewer	451
	Section 11.05	Termination
    of the Asset Representations Reviewer	452
	 	 	 
	ARTICLE
    XII
	 	 	 
	MISCELLANEOUS
    PROVISIONS
	 
	Section 12.01	Counterparts	454
	Section 12.02	Limitation
    on Rights of Certificateholders	455
	Section 12.03	Governing
    Law	456
	Section 12.04	Waiver
    of Jury Trial; Consent to Jurisdiction	456
	Section 12.05	Notices	456
	Section 12.06	Severability
    of Provisions	463



 






    -v- 


     


    

 


	Section 12.07	Notice
    to the Depositor and Each Rating Agency	464
	Section 12.08	Amendment	466
	Section 12.09	Confirmation
    of Intent	471
	Section 12.10	No
    Intended Third-Party Beneficiaries	472
	Section 12.11	Entire
    Agreement	472
	Section 12.12	Third
    Party Beneficiaries	472


 






    -vi- 


     


    

 


TABLE
OF EXHIBITS





	Exhibit A-1	Form
    of Class A-1 Certificate
	Exhibit A-2	Form
    of Class A-2 Certificate
	Exhibit A-3	Form
    of Class A-3 Certificate
	Exhibit A-4	Form
    of Class A-SB Certificate
	Exhibit A-5	Form
    of Class A-4 Certificate
	Exhibit A-6	Form
    of Class A-5 Certificate
	Exhibit A-7	Form
    of Class A-M Certificate
	Exhibit A-8	Form
    of Class B Certificate
	Exhibit A-9	Form
    of Class C Certificate
	Exhibit A-10	Form
    of Class D Certificate
	Exhibit A-11	Form
    of Class E-RR Certificate
	Exhibit A-12	Form
    of Class F-RR Certificate
	Exhibit A-13	Form
    of Class G-RR Certificate
	Exhibit A-14	Form
    of Class H-RR Certificate
	Exhibit A-15	Form
    of Class X-A Certificate
	Exhibit A-16	Form
    of Class X-B Certificate
	Exhibit A-17	Form
    of Class X-D Certificate
	Exhibit A-18	Form
    of Class S Certificate
	Exhibit A-19	Form
    of Class R Certificate
	Exhibit B	Mortgage
    Loan Schedule
	Exhibit C-1	Form
    of Transferee Affidavit
	Exhibit C-2	Form
    of Transferor Letter
	Exhibit C-3	Form
    of Transferee Certificate for Transfers of HRR Certificates
	Exhibit C-4	Form
    of Transferor Certificate for Transfers of HRR Certificates
	Exhibit D-1	Form
    of Investment Representation Letter
	Exhibit D-2	Form
    of ERISA Representation Letter
	Exhibit E	Form
    of Request for Release
	Exhibit F	Securities
    Legend
	Exhibit G	Form
    of Regulation S Transfer Certificate
	Exhibit H	Form
    of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate during
    the Restricted Period
	Exhibit I	Form
    of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate after
    the Restricted Period
	Exhibit J	Form
    of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Rule 144A Global Certificate during
    the Restricted Period
	Exhibit K	Form
    of Distribution Date Statement
	Exhibit L-1A	Form
    of Investor Certification for Non-Borrower Party (for Persons other than the Directing Holder and/or a Controlling Class Certificateholder)
	Exhibit L-1B	Form
    of Investor Certification for Non-Borrower Party (for the Directing Holder and/or a Controlling Class Certificateholder)
	Exhibit L-1C	Form
    of Investor Certification for Borrower Party (for Persons other than the Directing Holder and/or a Controlling Class Certificateholder) 
	Exhibit L-1D	Form
    of Investor Certification for Borrower Party (for the Directing Holder and/or a Controlling Class Certificateholder)



 






    -vii- 


     


    

 


	 	 
	Exhibit L-1E	Form
    of Notice of Excluded Controlling Class Holder
	Exhibit L-1F	Form
    of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit L-1G	Form
    of Certification of the Directing Holder
	Exhibit L-2	Form
    of Financial Market Publisher Certification
	Exhibit M	Form
    of Notification from Custodian
	Exhibit N-1	Form
    of Closing Date Custodian Certification
	Exhibit N-2	Form
    of Post-Closing Custodian Certification
	Exhibit O	Form
    of Trustee Backup Certification
	Exhibit P	Form
    of Custodian Backup Certification
	Exhibit Q	Form
    of Certificate Administrator Backup Certification
	Exhibit R	Form
    of Operating Advisor Backup Certification
	Exhibit S	[Reserved]
	Exhibit T	Form
    of Master Servicer Backup Certification
	Exhibit U	Form
    of Special Servicer Backup Certification
	Exhibit V	Form
    of Sub-Servicer Backup Certification
	Exhibit W	Form
    of Sarbanes Oxley Certification
	Exhibit X	Mortgage
    Loan Seller Sub-Servicers
	Exhibit Y	[Reserved]
	Exhibit Z	Form
    of NRSRO Certification
	Exhibit AA-1	Form
    of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit AA-2	Form
    of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit BB	Form
    of Operating Advisor Annual Report
	Exhibit CC	Additional
    Disclosure Notification
	Exhibit DD-1	Form
    of Power of Attorney by Trustee for Master Servicer
	Exhibit DD-2	Form
    of Power of Attorney by Trustee for Special Servicer
	Exhibit EE	Form
    of Non-Serviced Mortgage Loan Notification
	Exhibit FF	Form
    of Companion Loan Noteholder Certification
	Exhibit GG	[Reserved]
	Exhibit HH	Form
    of Asset Review Report by the Asset Representations Reviewer
	Exhibit II	Form
    of Asset Review Report Summary by the Asset Representations Reviewer
	Exhibit JJ	Asset
    Review Procedures
	Exhibit KK	Form
    of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit LL	Form
    of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger]
	Exhibit MM	Form
    of Certificate Administrator Receipt of the Risk Retention Certificates
	 	 
	TABLE
    OF SCHEDULES
	 
	Schedule I	Directing
    Holders
	Schedule II	Servicing
    Criteria to be Addressed in Assessment of Compliance
	Schedule III	Class
    A-SB Planned Principal Balance Schedule
	Schedule IV	Additional
    Form 10-D Disclosure
	Schedule V	Additional
    Form 10-K Disclosure
	Schedule VI	Form
    8-K Disclosure Information
	Schedule VII	Initial
    Serviced Companion Loan Noteholders
	Schedule VIII	Contact
    Information for the Other 17g-5 Information Provider







 






    -viii- 


     


    

 


Schedule IX      Mortgage Loans With “Performance”,
    “Earn-Out” or “Holdback” Escrows or Reserves Exceeding 10% of the Stated Principal Balance of the
    Mortgage Loan or Whole Loan, as Applicable, as of the Cut-off Date



 






    -ix- 


     


    

 


Pooling
and Servicing Agreement, dated as of July 1, 2018, between Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Paying Agent and Custodian, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer.


 


PRELIMINARY
STATEMENT:


 


(Terms
used but not defined in this Preliminary Statement shall have

the meanings specified in Article I hereof)


 


The
Depositor intends to sell pass-through certificates to be issued hereunder in multiple Classes which in the aggregate will evidence
the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans. For income tax purposes
alone, the Trust Fund will consist of the Mortgage Loans, the Lower-Tier REMIC, the Upper-Tier REMIC and the Grantor Trust, all
as more fully described below.


 


LOWER-TIER
REMIC


 


The
Lower-Tier REMIC will hold the Mortgage Loans (exclusive of Excess Interest) and certain other related assets subject to this
Agreement, and will issue (i) the Lower-Tier Regular Interests set forth in the table below (the “Lower-Tier Regular
Interests”), as classes of regular interests in the Lower-Tier REMIC and (ii) the Class LTR Interest as the sole class
of residual interests in the Lower-Tier REMIC, which will be evidenced by the Class R Certificates.


 


The
Lower-Tier Regular Interests will be held by the Upper-Tier REMIC.


 


	Lower-Tier
Regular 

Interests / (Corresponding 

Upper-Tier Regular 

Interests) 
	 	Initial
Principal Balance or 

Notional Amount 
	 	Pass-Through
Rate 

	Class
    LA-1 / (A-1)	 	$22,568,000	 	(1)
	Class
    LA-2 / (A-2)	 	$137,057,000	 	(1)
	Class
    LA-3 / (A-3)	 	$30,000,000	 	(1)
	Class
    LA-SB / (A-SB)	 	$41,328,000	 	(1)
	Class
    LA-4 / (A-4)	 	$240,000,000	 	(1)
	Class
    LA-5 / (A-5)	 	$339,983,000	 	(1)
	Class
    LA-M / (A-M)	 	$111,503,000	 	(1)
	Class
    LB / (B) 	 	$55,028,000	 	(1)
	Class
    LC / (C) 	 	$49,236,000	 	(1)
	Class
    LD / (D) 	 	$23,000,000	 	(1)
	Class
    LERR / (E-RR)	 	$34,924,000	 	(1)
	Class
    LFRR/ (F-RR)	 	$21,721,000	 	(1)
	Class
    LGRR / (G-RR)	 	$11,585,000	 	(1)
	Class
    LHRR / (H-RR)	 	$40,547,279	 	(1)
	LTR	 	(2)	 	(2)



 

		(1)	The
                                         pass-through rate for this Class of Lower-Tier Regular Interest is equal to the WAC Rate.



 


		(2)	The
                                         Class LTR is the sole class of residual interest in the Lower-Tier REMIC. It is not entitled
                                         to any principal or interest.



 






     


     


    

 


UPPER-TIER
REMIC


 


The
following table sets forth the Class designation, initial principal balance or notional amount (as applicable) and initial pass-through
rate of each Class of Lower-Tier Regular Interest and its “Corresponding Upper-Tier Regular Interest”:


 


The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests and certain other related assets subject to this Agreement and will
issue (i) the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class A-M, Class
B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and Class H-RR REMIC regular interests, which are designated as classes
of regular interests in the Upper-Tier REMIC and represented by Certificates having the same designation (the “Certificated
Upper-Tier Regular Interests”), and (ii) the Class UTR Interest as the sole class of residual interests in the Upper-Tier
REMIC, which will be evidenced by the Class R Certificates.


 


The
following table sets forth the Class designation, initial principal balance or initial Notional Amount (as applicable), and initial
Pass-Through Rate of each Class of Certificated Upper-Tier Regular Interests.


 


	Upper-Tier
Regular Interests 

Represented by Certificates 
	 	Initial
Principal Balance or 

Notional Amount 
	 	Initial
Pass-

Through Rate 

	Class
    A-1	 	$22,568,000	 	3.125%
	Class
    A-2	 	$137,057,000	 	3.976%
	Class
    A-3	 	$30,000,000	 	3.886%
	Class
    A-SB	 	$41,328,000	 	4.059%
	Class
    A-4	 	$240,000,000	 	3.858%
	Class
    A-5	 	$339,983,000	 	4.121%
	Class
    X-A	 	$922,439,000(4)	 	0.697%(1)
	Class
    X-B	 	$55,028,000(4)	 	0.286%(2)
	Class
    X-D	 	$23,000,000(4)	 	1.750%(3)
	Class
    A-M	 	$111,503,000	 	4.311%
	Class
    B	 	$55,028,000	 	4.430%
	Class
    C	 	$49,236,000	 	4.716%
	Class
    D	 	$23,000,000	 	2.966%
	Class
    E-RR	 	$34,924,000	 	4.716%
	Class
    F-RR	 	$21,721,000	 	4.716%
	Class
    G-RR	 	$11,585,000	 	4.716%
	Class
    H-RR	 	$40,547,279	 	4.716%



 

		(1)	The
                                         regular interest represented by this certificate is entitled to a specified portion of
                                         the interest payable on each of the Class LA-1, Class LA-2, Class LA-3, Class LA-SB,
                                         Class LA-4, Class LA-5 and Class LA-M Lower-Tier Regular Interests equal to the excess
                                         of the WAC Rate over the interest payable on the Corresponding Upper-Tier Regular Interest
                                         as identified on the table for the Lower-Tier REMIC.



 


		(2)	The
                                         regular interest represented by this certificate is entitled to a specified portion of
                                         the interest payable on the Class LB Lower-Tier Regular Interest equal to the excess
                                         of the WAC Rate over the interest payable on the on the Corresponding Upper-Tier Regular
                                         Interest as identified on the table for the Lower-Tier REMIC.



 


		(3)	The
                                         regular interest represented by this certificate is entitled to a specified portion of
                                         the interest payable on the Class LD Lower-Tier Regular Interest equal to the excess
                                         of the WAC Rate over the interest payable on the Corresponding Upper-Tier Regular Interest
                                         as identified on the table for the Lower-Tier REMIC.



 


		(4)	Notional
                                         Amount.



 






    -2- 


     


    

 


The
Class X-A, Class X-B, Class X-D, Class S and Class R Certificates do not have Certificate Balances. Additionally, the Class S
and Class R Certificates do not have a Notional Amount. The Certificate Balance of any Class of Principal Balance Certificates
outstanding at any time represents the maximum amount which holders thereof are entitled to receive as distributions allocable
to principal from the cash flow on the Mortgage Loans and the other assets in the Trust Fund; provided that if amounts
previously allocated as Realized Losses to a Class of Certificates in reduction of the Certificate Balance thereof are subsequently
recovered (including without limitation after the reduction of the Certificate Balance of such Class to zero), such Class may
receive distributions in respect of such recoveries in accordance with the priorities set forth in Section 4.01 of this
Agreement.


 


GRANTOR
TRUST


 


The
portions of the Trust Fund consisting of the Specific Grantor Trust Assets shall be treated as a grantor trust under Subpart E
of part I of subchapter J of the Code (the “Grantor Trust”). As provided herein, the Certificate Administrator
shall not take any actions that would cause the Grantor Trust to either (i) lose its tax status as a “grantor trust”
or (ii) be treated as part of either Trust REMIC. The Class S Certificates represent undivided beneficial ownership interest in
the entitlement to the Excess Interest.


 


To
the fullest extent permitted by law, any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement
shall be resolved in a manner that preserves the validity and intended tax treatment of the Trust REMICs, the Grantor Trust and
causes the maximum amounts to be paid with respect to the holders of the REMIC Regular Interests.


 


WHOLE
LOANS


 






    -3- 


     


    

 


	Loan
    No.	Whole
    Loan	Type	Non-Serviced
    PSA	Companion
    Loan Name	Companion
    Loan Type
	1	Aventura
    Mall	Non-Serviced	Aventura
    Mall Trust 2018-AVM	Note
                                         A-1-A 

        Note
        A-1-B 

        Note
        A-1-C 

        Note
        A-1-D 

        Note
        A-2-A-2 

        Note
        A-2-A-3 

        Note
        A-2-A-4 

        Note
        A-2-A-5 

        Note
        A-2-B-1 

        Note
        A-2-B-2 

        Note
        A-2-B-4 

        Note
        A-2-B-5 

        Note
        A-2-C-1 

        Note
        A-2-C-2 

        Note
        A-2-C-3 

        Note
        A-2-C-4 

        Note
        A-2-C-5 

        Note
        A-2-D-1 

        Note
        A-2-D-2 

        Note
        A-2-D-3 

        Note
        A-2-D-4 

        Note
        A-2-D-5 

        Note
        B-1 

        Note
        B-2 

        Note
        B-3 

        Note
        B-4 
	Pari
                                         Passu

                                         Pari Passu

                                         Pari Passu

        Pari
        Passu

        Pari Passu

        Pari Passu

        Pari
        Passu

        Pari Passu

        Pari Passu

        Pari
        Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari
        Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari
        Passu

        Pari
        Passu

        Pari
        Passu

        Pari
        Passu

        Pari
        Passu

        Subordinate

        Subordinate

        Subordinate

        Subordinate

	2	181
    Fremont Street	Serviced	N/A	Note
                                         A-2 

        Note
        A-3 

        Note
        A-5 

        Note
        A-6-1 

        Note
        A-6-2 
	Pari
                                         Passu

        Pari
        Passu

        Pari
        Passu

        Pari
        Passu

        Pari
        Passu

	3	Marina
    Heights State Farm	Non-Serviced	GSMS
    2017-FARM	Note
                                         A-1-S 

        Note
        A-1-C1 

        Note
        A-1-C2 

        Note
        A-2-C1 

        Note
        A-2-C3 

        Note
        A-2-C4 

        Note
        A-2-C5 
	Pari
                                         Passu

        Pari
        Passu

        Pari
        Passu

        Pari
        Passu

        Pari
        Passu

        Pari
        Passu

        Pari
        Passu

	5	The
    Gateway	Non-Serviced	COMM
    2018-HOME	Note
                                         A-1-A1 

        Note
        A-1-A2 

        Note
        A-1-A3 

        Note
        A-1-A4 

        Note
        A-1-A5 

        Note
        A-1-A6 

        Note
        A-2-A 

        Note
        A-2-B 

        Note
        B-1-A 

        Note
        B-2-A 

        Note
        B-1-B 

        Note
        B-2-B 

        Note
        C-1 

        Note
        C-2 
	Pari
                                         Passu

        Pari
        Passu

        Pari Passu

        Pari Passu

        Pari Passu

         Pari
        Passu

         Pari
        Passu

        

        Pari
        Passu

         Pari
        Passu

        

        Pari
        Passu

         Subordinate

        Subordinate

        Subordinate

         Subordinate

	6	AON
    Center	Non-Serviced	JPMCC
    2018-AON	Note
                                         A-2 

        Note
        A-3 

        Note
        A-4 

        Note
        B 
	Pari
                                         Passu

         Pari
        Passu

        

        Pari
        Passu

         Subordinate

	7	636
    11th Avenue	Serviced	N/A	Note
                                         A-2 

        Note
        A-3 

        Note
        A-4 

        Note
        A-5 
	Pari
                                         Passu

         Pari
        Passu

        

        Pari
        Passu

         Pari
        Passu

	8	Meridian
    Corporate Center	Serviced	N/A	Note
    A-2	Pari
    Passu
	9	65
    Bay Street	Non-Serviced	CGCMT
    2018-C5	Note
                                         A-1-A 

        Note
        A-2-B 

        Note
        A-1-C 

        Note
        A-2 

        Note
        B 
	Pari
                                         Passu

        Pari
        Passu

        Pari
        Passu

        Subordinate

        Subordinate

	10	Sheraton
    Music City	Serviced	N/A	Note
    A-2	Pari
    Passu



 






    -4- 


     


    

 


 


	11	Westbrook
    Corporate Center	Serviced	N/A	Note
                                         A-2 

        Note
        A-3 
	Pari
                                         Passu

        Pari
        Passu

	13	Embassy
    Suites Glendale	Non-Serviced	JPMDB
    2018-C8	Note
    A-1	Pari
    Passu
	14	EOS
    21	Non-Serviced	Benchmark
    2018-B2	Note
                                         A-1 

        Note
        A-2 
	Pari
                                         Passu

        Pari
        Passu

	15	JAGR
    Hotel Portfolio	Serviced	N/A	Note
    A-2	Pari
    Passu
	25	Atlantic
    Times Square	Non-Serviced	JPMDB
    2018-C8	Note
                                         A-1 

        Note
        A-2
	Pari
                                         Passu

        Pari
        Passu

	29	Steelyard
    Commons	Non-Serviced	JPMDB
    2018-C8	Note
    A-1	Pari
    Passu


 


		(1)	The
                                         subject Whole Loan will be serviced under this Agreement until the Servicing Shift Securitization
                                         Date for the related Servicing Shift Lead Note, after which the subject Whole Loan will
                                         be serviced pursuant to the pooling and servicing agreement for the securitization of
                                         such Servicing Shift Lead Note.



 


In
consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and the other parties hereto hereby agree
as follows:


 


Article
I



DEFINITIONS


 


Section
1.01Defined Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article.


 


“8-K
Filing Deadline”: As defined in Section 10.09 of this Agreement.


 


“10-K
Filing Deadline”: As defined in Section 10.07 of this Agreement.


 


“17g-5
Information Provider”: The Certificate Administrator.


 


“17g-5
Information Provider’s Website”: The internet website of the 17g-5 Information Provider, initially located at
“www.ctslink.com”, under the “NRSRO” tab or other applicable tab of the respective transaction,
access to which is limited to the Depositor and to NRSROs who have provided an NRSRO Certification to the 17g-5 Information Provider.


 


“AB
Modified Loan” Any Corrected Mortgage Loan (1) that became a Corrected Mortgage Loan (which includes for purposes of
this definition any Non-Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto)
pursuant to the related Other Pooling and Servicing Agreement) due to a modification thereto that resulted in the creation of
an A/B note structure (or similar structure) and as to which the new junior note(s) did not previously exist or the principal
amount of the new junior note(s) was previously part of either an A note held by the Trust or the original unmodified Mortgage
Loan and (2) as to which an Appraisal Reduction Amount is not in effect.


 


“Acceptable
Insurance Default”: With respect to any Serviced Mortgage Loan and any related Serviced Companion Loan, any Default
arising by reason of the failure of the related Borrower to maintain standard extended coverage casualty insurance or other insurance
that covers acts of terrorism, as to which the Master Servicer or the Special Servicer, as applicable, has determined, in accordance
with the Servicing Standard (and unless a Control


 






    -5- 


     


    

 


Termination
Event has occurred and is continuing, with the consent of the Directing Holder (or, if a Control Termination Event has occurred
and is continuing, but prior to the occurrence and continuance of a Consultation Termination Event, after consulting with the
Directing Holder as provided in Section 6.07) (but other than with respect to any Mortgage Loan that is an Excluded Loan)),
that either (x) such insurance is not available at commercially reasonable rates and the subject hazards are not at the time commonly
insured against for properties similar to the Mortgaged Property and located in or around the geographic region in which such
Mortgaged Property is located (but only by reference to such insurance that has been obtained by such owners at current market
rates), or (y) such insurance is not available at any rate; provided that the Directing Holder will not have more than
30 days to respond to the Master Servicer’s or the Special Servicer’s, as applicable, request for such consent or
consultation; provided, further, that upon the Master Servicer’s or the Special Servicer’s, as applicable,
determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Master Servicer or the Special
Servicer, as applicable, to consult with the Directing Holder, the Master Servicer or the Special Servicer, as applicable, will
not be required to do so. In making this determination, the Master Servicer, to the extent consistent with the Servicing Standard,
may rely on the opinion of an insurance consultant.


 


“Accrued
AB Loan Interest”: with respect to any AB Modified Loan and any date of determination, the accrued and unpaid interest
that remains unpaid with respect to the junior note(s) of such AB Modified Loan.


 


“Act”:
The Securities Act of 1933, as it may be amended from time to time.


 


“Actual/360
Basis”: The accrual of interest calculated on the basis of the actual number of days elapsed during any calendar month
(or other applicable accrual period) in a year assumed to consist of 360 days.


 


“Actual/360
Loans”: The Mortgage Loans indicated as such in the Mortgage Loan Schedule and any related Serviced Companion Loan.


 


“Additional
Form 10-D Disclosure”: As defined in Section 10.05(c) of this Agreement.


 


“Additional
Form 10-K Disclosure”: As defined in Section 10.07 of this Agreement.


 


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Mortgage Loan Sellers or the Underwriters (other than an Affiliate of any such party acting in the capacity of a Mortgage
Loan Seller Sub-Servicer), that Services any of the Mortgage Loans, and each Person, other than the Special Servicer, who is not
an Affiliate of any of the Master Servicer, the Certificate Administrator, the Trustee, the Mortgage Loan Sellers or the Underwriters,
who Services 10% or more of the Mortgage Loans (based on their Stated Principal Balance).


 


“Additional
Trust Fund Expense”: Any expense incurred with respect to the Trust Fund and not otherwise included in the calculation
of a Realized Loss that would result in the


 






    -6- 


     


    

 


Holders
of Regular Certificates receiving less than the full amount of principal and/or the Interest Accrual Amount to which they are
entitled on any Distribution Date.


 


“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to
the sum of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate and the CREFC®
Intellectual Property Royalty License Fee Rate. For the avoidance of doubt, the Administrative Cost Rate includes any related
Non-Serviced Mortgage Loan Primary Servicing Fee Rate.


 


“Advance”:
Any P&I Advance or Servicing Advance.


 


“Advance
Interest Amount”: Interest at the Reimbursement Rate on the aggregate amount of P&I Advances and Servicing Advances
for which the Master Servicer or the Trustee, as applicable, has not been reimbursed for the number of days from the date on which
such Advance was made to the date of payment or reimbursement of the related Advance or other such amount, less any amount of
interest previously paid on such Advance; provided that if, during any Collection Period in which an Advance was made,
the related Borrower makes payment of an amount in respect of which such Advance was made with interest at the Default Rate, the
Advance Interest Amount payable to the Master Servicer or the Trustee shall be paid first, from the amount of Default Interest
on the related Mortgage Loan (or Whole Loan, with respect to Servicing Advances) actually paid by such Borrower, second,
from late payment fees on the related Mortgage Loan (or Whole Loan, with respect to Servicing Advances) actually paid by the related
Borrower, and third, upon determining in accordance with the Servicing Standard that such Advance Interest Amount is not
recoverable from the amounts described in first or second, from other amounts on deposit in the Collection Account
or the Serviced Whole Loan Collection Account, as applicable.


 


“Adverse
REMIC Event”: Any action, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause
either Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust Fund
(including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and
the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from
foreclosure property”).


 


“Advisers
Act”: As defined in Section 5.02(k)(1) of this Agreement.


 


“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power
to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the
foregoing. The Trustee and the Certificate Administrator may obtain and rely on an Officer’s Certificate of the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or the Depositor to determine whether any Person
is an Affiliate of such party.


 


“Affiliate
Ethical Wall”: Reasonable policies and procedures to be maintained by an Affiliate of the Depositor, the Master Servicer,
any Special Servicer, the Certificate


 






    -7- 


     


    

 


Administrator,
the Operating Advisor, the Asset Representations Reviewer or the Trustee, as applicable, taking into account the nature of its
business, to ensure (1) that such Affiliate will not use Confidential Information received from the Depositor, the Master Servicer,
such Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee,
as applicable, in a manner that violates any applicable law including, but not limited to, any securities laws and (2) that such
Affiliate will not provide to the Depositor, the Master Servicer, such Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or the Trustee, as applicable, information regarding its decisions relating to Investments
in the Certificates from such Affiliate. Under such policies and procedures maintained by such Affiliate, (i) policies and procedures
restricting the flow of information exist, and shall be maintained by such Affiliate, between such Affiliate, on the one hand
and the Depositor, the Master Servicer, such Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer or the Trustee, as applicable, on the other; (ii) such policies and procedures restricting the flow of
information operate in both directions so as to include (a) policies and procedures against the disclosure of Confidential Information
from the Depositor, the Master Servicer, such Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer or the Trustee, as applicable, to such Affiliate, except as such disclosure is expressly allowed under
this Agreement in such affiliate’s capacity as a Controlling Class Certificateholder or a Directing Holder or otherwise
and (b) policies and procedures restricting the disclosure by such Affiliate of information regarding its decisions relating to
Investments in Certificates to the Depositor, the Master Servicer, such Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or the Trustee, as applicable; (iii) the senior management personnel of such Affiliate
who have obtained Confidential Information in the course of their exercise of general managerial responsibilities may not use
that information to influence Investment Decisions with respect to the Certificates, nor may they pass that information to others
for use in such activities, to the extent the use of such Confidential Information violates the securities laws; and (iv) such
senior management personnel who have obtained information regarding Investments in the course of their exercise of general managerial
responsibilities may not use that information to influence servicing recommendations.


 


“Affiliated
Person”: Any Person (other than a Rating Agency) involved in the organization or operation of the Depositor or an affiliate,
as defined in Rule 405 of the Act, of such Person.


 


“Affirmative
Asset Review Vote”: As defined in Section 11.04(a).


 


“Agent
Member”: Members of, or Depository Participants in, the Depository.


 


“Aggregate
Principal Distribution Amount”: For any Distribution Date, an amount equal to the sum of the following amounts:


 


(A)           the
Scheduled Principal Distribution Amount for such Distribution Date; and


 


(B)           the
Unscheduled Principal Distribution Amount for such Distribution Date;


 






    -8- 


     


    


 


provided
that the Aggregate Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the
amount of any reimbursements of:


 


(A)           Nonrecoverable
Advances (including any servicing advance with respect to a Non-Serviced Mortgage Loan under the related Other Pooling and Servicing
Agreement reimbursed out of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement
Rate that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections
would have otherwise been included in the Aggregate Principal Distribution Amount for such Distribution Date; and


 


(B)           Workout
Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Mortgage Loans in a period during which such
principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date;


 


provided,
further, that, in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections
on the Mortgage Loans are subsequently recovered on the related Mortgage Loan, such recovery will increase the Aggregate Principal
Distribution Amount for the Distribution Date related to the period in which such recovery occurs.


 


The
principal component of the amounts set forth above shall be determined in accordance with Section 1.02 hereof.


 


“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.


 


“Allocated
Loan Amount”: With respect to each Mortgaged Property, the portion of the principal amount of the related Mortgage Loan
allocated to such Mortgaged Property in the applicable Mortgage, Loan Agreement or the Mortgage Loan Schedule.


 


“A.M.
Best”: A.M. Best Company, Inc., or its successor in interest.


 


“Anticipated
Repayment Date”: With respect to any Mortgage Loan that is indicated on the Mortgage Loan Schedule as having a Revised
Rate, the date upon which such Mortgage Loan commences accruing interest at such Revised Rate.


 


“Anticipated
Termination Date”: Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant
to Section 9.01(c) of this Agreement.


 


“Applicable
Law”: As defined in Section 8.02(f) of this Agreement.


 


“Applicable
Procedures”: As defined in Section 5.02(c)(ii)(A) of this Agreement.


 


“Applicable
State and Local Tax Law”: For purposes hereof, the Applicable State and Local Tax Law shall be (a) the tax laws of the
State of New York and Illinois and (b) such state or local tax laws whose applicability shall have been brought to the attention
of the


 






    -9- 


     


    

 


Certificate Administrator by either (i) an opinion of counsel delivered to it or (ii) written notice from the appropriate
taxing authority as to the applicability of such state or local tax laws.


 


“Appraisal”:
An appraisal prepared by an Independent MAI appraiser with at least five years’ experience in properties of like kind and
in the same area.


 


“Appraisal
Reduction Amount”: For any Distribution Date and for any Serviced Mortgage Loan and any related Serviced Companion Loan
as to which any Appraisal Reduction Event has occurred, an amount calculated by the Master Servicer (and, if no Consultation Termination
Event has occurred, in consultation with the Directing Holder, and, if an Operating Advisor Consultation Event has occurred and
is continuing, in consultation with the Operating Advisor to the extent set forth in Section 6.07 of this Agreement) as
of the first Determination Date that is at least 10 Business Days following the later of (i) the date the Master Servicer receives
from the Special Servicer the related Appraisal (and any information reasonably requested by the Master Servicer from the Special
Servicer, to the extent such information is in the possession of the Special Servicer, necessary to calculate the Appraisal Reduction
Amount) or the Special Servicer’s Small Loan Appraisal Estimate (and thereafter by the first Determination Date following
any material change in the amounts set forth in the following equation) and (ii) the occurrence of such Appraisal Reduction Event
equal to the excess, if any, of (a) the Stated Principal Balance of such Mortgage Loan or the Stated Principal Balance of the
applicable Serviced Whole Loan, as the case may be, over (b) the excess of (i) the sum of: (A) 90% of the appraised value of the
related Mortgaged Property as determined (1) by one or more Appraisals obtained by the Special Servicer with respect to that Mortgage
Loan or Serviced Whole Loan with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall
be paid by the Master Servicer as a Servicing Advance), minus such downward adjustments as the Special Servicer may make (without
implying any obligation to do so) based upon its review of the Appraisals and any other information it deems relevant, or (2)
by an internal valuation performed by the Special Servicer with respect to any Mortgage Loan or Serviced Whole Loan with an outstanding
principal balance less than $2,000,000, plus (B) all escrows, letters of credit and reserves (other than escrows, letters of credit
and reserves for taxes and insurance), plus (C) all insurance and casualty proceeds and condemnation awards that constitute collateral
for the related Mortgage Loan or Serviced Whole Loan (whether paid or then payable by any insurance company or government authority),
over (ii) the sum as of the Due Date occurring in the month of the date of determination of (without duplication) (A) to the extent
not previously advanced by the Master Servicer or the Trustee, all unpaid interest on such Mortgage Loan or Serviced Whole Loan
at a per annum rate equal to the Mortgage Rate (or with respect to the applicable Serviced Whole Loan, the weighted average
of the Mortgage Rates for the related Mortgage Loan and related Serviced Companion Loans) (and any accrued and unpaid interest
on any Subordinate Companion Loan), (B) all unreimbursed Servicing Advances and the principal portion of all unreimbursed P&I
Advances, and all unpaid interest on Advances at the Reimbursement Rate, in respect of such Mortgage Loan or Serviced Whole Loan,
(C) any other unpaid Additional Trust Fund Expenses in respect of such Mortgage Loan or Serviced Whole Loan (but subject to the
provisions of Section 1.02(e)), (D) all currently due and unpaid real estate taxes, ground rents and assessments and insurance
premiums (net of any escrows or reserves therefor) that have not been the subject of an Advance by the Master Servicer or the
Trustee, as applicable, and (E) all other amounts due and unpaid with respect to such Mortgage Loan or Serviced Whole Loan that,
if not paid by the related Borrower, would result in a


 






    -10- 


     


    

 


shortfall in distributions to the Certificateholders, except for Prepayment
Premiums and Yield Maintenance Charges payable due to an acceleration of such Mortgage Loan or Serviced Whole Loan following a
default thereunder; provided, without limiting the Special Servicer’s obligation to order and obtain such Appraisal,
if the Special Servicer has not obtained an Appraisal, Updated Appraisal or Small Loan Appraisal Estimate, as applicable, referred
to above within 60 days of the Appraisal Reduction Event, the Appraisal Reduction Amount shall be deemed to be an amount equal
to 25% of the current Stated Principal Balance of the related Mortgage Loan or the applicable Serviced Whole Loan until such time
as such Updated Appraisal or Small Loan Appraisal Estimate referred to above is received and the Appraisal Reduction Amount is
recalculated.


 


Notwithstanding
anything herein to the contrary, the aggregate Appraisal Reduction Amount related to a Serviced Mortgage Loan and any related
Serviced Companion Loan or the related REO Property will be reduced to zero as of the date the related Mortgage Loan or Serviced
Whole Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust Fund. In addition, with respect to any
Serviced Mortgage Loan and any related Serviced Companion Loan as to which an Appraisal Reduction Event has occurred, such Serviced
Mortgage Loan or related Serviced Companion Loan shall no longer be subject to the Appraisal Reduction Amount if (a) such Serviced
Mortgage Loan or Serviced Companion Loan has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred with
respect to the related Mortgage Loan) and (b) no other Appraisal Reduction Event has occurred and is continuing.


 


Each
Serviced Whole Loan will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect
to the mortgage loans and companion loans, as applicable, that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount
in respect of a Serviced Whole Loan (other than a Serviced Whole Loan with a related Subordinate Companion Loan) with a Serviced
Pari Passu Companion Loan shall be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified
in the related Intercreditor Agreement, then, pro rata, between the related Serviced Mortgage Loan and the related Serviced
Pari Passu Companion Loan that is pari passu in right of payment with such Mortgage Loan, if any. Any Appraisal Reduction
Amount in respect of a Serviced Whole Loan with a related Subordinate Companion Loan shall be allocated first, to the Subordinate
Companion Loan (until its principal balance is notionally reduced to zero by such related Appraisal Reduction Amounts) and second,
in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement,
then, pro rata, between the related Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loans based upon
their respective Stated Principal Balances.


 


For
any Distribution Date and for any Non-Serviced Mortgage Loan as to which an Appraisal Reduction Event has occurred, the Appraisal
Reduction Amount shall be an amount calculated by the applicable servicer in accordance with and pursuant to the terms of the
related Other Pooling and Servicing Agreement.


 


“Appraisal
Reduction Event”: With respect to any Serviced Mortgage Loan and any related Serviced Companion Loan, the earliest of
(i) the date on which such Serviced Mortgage Loan or Serviced Companion Loan becomes a Modified Mortgage Loan, (ii) the 120th
day following the occurrence of any uncured Delinquency in Periodic Payments with respect to


 






    -11- 


     


    

 


such Serviced Mortgage Loan or Serviced
Companion Loan, (iii) the 30th day following the date on which the related Borrower has filed a bankruptcy petition, the 30th
day following the date on which a receiver is appointed and continues in such capacity in respect of a Mortgaged Property securing
such Serviced Mortgage Loan or Serviced Companion Loan or the 60th day following the related Borrower becomes the subject of involuntary
bankruptcy proceedings and such proceedings are not dismissed in respect of a Mortgaged Property securing such Serviced Mortgage
Loan or Serviced Companion Loan, (iv) the date on which the Mortgaged Property securing such Serviced Mortgage Loan or Serviced
Companion Loan becomes a Serviced REO Property and (v) with respect to a Balloon Loan, a payment default shall have occurred with
respect to the related Balloon Payment; provided, however, if (a) the related Borrower is diligently seeking a refinancing
or sale of the related Mortgaged Property or Mortgaged Properties and delivers, on or prior to the related maturity date or extended
maturity date, a statement to that effect, and delivers, within 30 days following the related maturity date or extended maturity
date, a refinancing commitment, letter of intent or otherwise binding application for refinancing from an acceptable lender or
a signed purchase agreement reasonably acceptable to the Master Servicer (who shall promptly deliver a copy to the Special Servicer,
the Operating Advisor and the Directing Holder (but only if no Consultation Termination Event has occurred and is continuing)),
(b) the related Borrower continues to make its Assumed Scheduled Payment, and (c) no other Appraisal Reduction Event has occurred
with respect to such Serviced Mortgage Loan or Serviced Companion Loan, then an Appraisal Reduction Event will not occur until
the earlier of (1) 120 days beyond the related Maturity Date (or extended maturity date) and (2) the termination of the refinancing
commitment. The Special Servicer shall notify the Master Servicer promptly upon the occurrence of any of the foregoing events
with respect to any Specially Serviced Loan.


 


“Appraised-Out
Class”: As defined in Section 4.08(b) of this Agreement.


 


“Arbitration
Rules”: As defined in Section 2.03(n)(i).


 


“ARD
Loan”: Any Mortgage Loan the terms of which provide that if, after an Anticipated Repayment Date, the related Borrower
has not prepaid such Mortgage Loan in full, any principal outstanding on that date will accrue interest at the Revised Rate rather
than the Initial Rate.


 


“Asset-Level
Basis”: With respect to the Operating Advisor’s evaluation of the Special Servicer’s performance of its
duties with respect to Specially Serviced Loans (and, after the occurrence and during the continuance of an Operating Advisor
Consultation Event, with respect to Major Decisions on non-Specially Serviced Loans and Serviced Companion Loans) under this Agreement,
taking into account the Special Servicer’s specific duties under this Agreement as well as the extent to which those duties
were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor of any assessment
of compliance report, attestation report, Major Decision Reporting Package, Asset Status Report (in each case, after the occurrence
and continuance of an Operating Advisor Consultation Event), Final Asset Status Report and other information, in each case delivered
to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s
Website during the prior calendar year (together with any additional information and material reviewed by the Operating Advisor)
(other than any communications between the


 






    -12- 


     


    

 


Directing Holder and the Special Servicer that would be Privileged Information) pursuant
to this Agreement.


 


“Asset
Representations Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, or its successor in
interest, or any successor Asset Representations Reviewer appointed as herein provided.


 


“Asset
Representations Reviewer Asset Review Fee”: As defined in Section 11.02(a).


 


“Asset
Representations Reviewer Fee Cap”: As defined in Section 11.02(a).


 


“Asset
Representations Reviewer Surveillance Personnel”: The divisions and individuals of the Asset Representations Reviewer
who are involved in the performance of the duties of the Asset Representations Reviewer under this Agreement.


 


“Asset
Representations Reviewer Termination Event”: As defined in Section 11.05(a).


 


“Asset
Review”: A review of the compliance of each Delinquent Mortgage Loan with certain representations and warranties of
the applicable Mortgage Loan Seller, in accordance with the Asset Review Standard and the procedures set forth on Exhibit JJ
hereto.


 


“Asset
Review Notice”: As defined in Section 11.01(b)(i).


 


“Asset
Review Quorum”: In connection with any solicitation of votes to authorize an Asset Review as described in Section
12.01(a), the Certificateholders evidencing at least 5% of the aggregate Voting Rights represented by all Certificates.


 


“Asset
Review Report”: A report setting forth the results of an Asset Review substantially in the form attached hereto as Exhibit
HH.


 


“Asset
Review Report Summary”: As defined in Section 11.01(a)(ix), a summary report setting forth the conclusions of
an Asset Review Report substantially in the form attached hereto as Exhibit II.


 


“Asset
Review Standard”: The performance of the Asset Representations Reviewer of its duties under this Agreement in good faith
subject to the express terms of this Agreement. All determinations or assumptions made by the Asset Representations Reviewer in
connection with an Asset Review shall be made in the Asset Representations Reviewer’s good faith discretion and judgment
based on the facts and circumstances known to it at the time of such determination or assumption.


 


“Asset
Review Trigger”: Any time that either (1) Mortgage Loans having an aggregate outstanding principal balance of 25.0%
or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of
any REO Loan in the case of a Whole Loan)) held by the Trust as of the end of the applicable Collection Period are Delinquent
Mortgage Loans or (2)(A) prior to and including the second anniversary of the Closing Date, at least 10 Mortgage Loans are Delinquent
Mortgage Loans as of the end of the


 






    -13- 


     


    

 


applicable Collection Period and the outstanding principal balance of such Delinquent Mortgage
Loans in the aggregate constitutes at least 15.0% of the aggregate outstanding principal balance of all of the Mortgage Loans
(including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the Trust as of the end of the applicable
Collection Period, or (B) after the second anniversary of the Closing Date, at least 15 Mortgage Loans are Delinquent Mortgage
Loans as of the end of the applicable Collection Period and the aggregate outstanding principal balance of such Delinquent Mortgage
Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage Loans
(including any REO Loans) (or a portion of any REO Loan in the case of a Whole Loan) held by the Trust as of the end of the applicable
Collection Period.


 


“Asset
Review Vote Election”: As defined in Section 11.01(a).


 


“Asset
Status Report”: As defined in Section 3.23(e) of this Agreement.


 


“Assignment
of Leases, Rents and Profits”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or
similar agreement executed by the Borrower, assigning to the mortgagee all of the income, rents and profits derived from the ownership,
operation, leasing or disposition of all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged
and delivered, as amended, modified, renewed or extended through the date hereof and from time to time hereafter.


 


“Assignment
of Mortgage”: An assignment of Mortgage without recourse, notice of transfer or equivalent instrument, in recordable
form, which is sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to reflect of
record the sale of the Mortgage, which assignment, notice of transfer or equivalent instrument may be in the form of one or more
blanket assignments covering Mortgages encumbering Mortgaged Properties located in the same jurisdiction, if permitted by law
and acceptable for recording.


 


“Assumed
Scheduled Payment”: For any Collection Period with respect to any Mortgage Loan (including any Non-Serviced Mortgage
Loan) that is delinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of any P&I Advances, the
portion allocable to any related Companion Loan), is an amount equal to the sum of (a) the principal portion of the Periodic Payment
that would have been due on such Mortgage Loan or REO Loan on the related Due Date based on the constant Periodic Payment or the
original amortization schedule of such Mortgage Loan (as calculated with interest at the related Mortgage Rate) (if any), assuming
such Balloon Payment had not become due, after giving effect to any reduction in the principal balance occurring in connection
with a prior modification, a default or a bankruptcy modification (or similar proceeding), and (b) interest on the Stated Principal
Balance of such Mortgage Loan or REO Loan (excluding, for purposes of any P&I Advances, the portion allocable to any related
Companion Loan) at its applicable Mortgage Rate (net of the related Servicing Fee Rate (other than, in the case of any Non-Serviced
Mortgage Loan, the servicing fee rate pursuant to the related Other Pooling and Servicing Agreement)).


 


“Assumption
Fees”: Any fees (other than assumption application fees) collected by the Master Servicer or the Special Servicer in
connection with an assumption of a Serviced Mortgage Loan or Serviced Companion Loan or related substitution of a Borrower (or
an interest


 






    -14- 


     


    

 


therein) thereunder (in each case, as permitted or set forth in the related Loan Documents or under the provisions
of this Agreement).


 


“Authenticating
Agent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 3.18 of this
Agreement.


 


“Available
Funds”: With respect to any Distribution Date, an amount equal to the sum of (without duplication):


 


(a)           the
aggregate amount of all cash received on the Mortgage Loans (in the case of any Non-Serviced Mortgage Loan, only to the extent
received by the Trust pursuant to the related Other Pooling and Servicing Agreement and/or the related Non-Serviced Intercreditor
Agreement) (including the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.06(e)
of this Agreement) and any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required
to be deposited by the Master Servicer pursuant to Section 3.17(c)) on deposit in the Collection Account (in each case,
exclusive of any amount on deposit in the Collection Account that is held for the benefit of the Companion Loan Noteholders),
as of the Master Servicer Remittance Date, exclusive of (without duplication):


 


(i)            all
Periodic Payments and Balloon Payments paid by the Borrowers that are due on a Due Date (without regard to grace periods) after
the end of the related Collection Period (without regard to grace periods), excluding Excess Interest and interest relating to
periods prior to, but due after, the Cut-off Date;


 


(ii)           all
unscheduled payments of principal (including Principal Prepayments (together with any related payments of interest allocable to
the period following the Due Date for the related Mortgage Loan during the related Collection Period)), unscheduled interest,
Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds and other unscheduled recoveries received subsequent to the
related Determination Date (or, with respect to voluntary prepayments of principal of each Mortgage Loan with a Due Date occurring
after the related Determination Date, subsequent to the related Due Date) allocable to the Mortgage Loans;


 


(iii)          all
amounts in the Collection Account that are due or reimbursable to any Person other than the Certificateholders pursuant to clauses
(ii) through (xv), inclusive, of Section 3.06(a) of this Agreement;


 


(iv)          with
respect to each Actual/360 Loan and any Distribution Date occurring in (1) each February and (2) any January occurring in a year
that is not a leap year (unless, in either case, such Distribution Date is the final Distribution Date), the related Withheld
Amount to the extent such amounts are on deposit in the Collection Account pursuant to Section 3.05(e) of this Agreement;


 


(v)           all
Excess Interest allocable to the Mortgage Loans;


 






    -15- 


     


    

 


(vi)          all
Yield Maintenance Charges and Prepayment Premiums allocable to the Mortgage Loans;


 


(vii)         all
amounts deposited in the Collection Account in error; and


 


(viii)        all
Penalty Charges retained in the Collection Account pursuant to Section 3.05(a)(vii) of this Agreement; and


 


(b)           if
and to the extent not already included in clause (a) hereof, the aggregate amount transferred on or before the applicable Determination
Date from the REO Account allocable to the Mortgage Loans to the Collection Account for such Distribution Date pursuant to Section
3.15(b);


 


(c)           P&I
Advances made by the Master Servicer or the Trustee, as applicable, for such Distribution Date (net of the related Certificate
Administrator/Trustee Fee with respect to the Mortgage Loans for which such P&I Advances are made);


 


(d)           with
respect to each Actual/360 Loan and for the Distribution Date occurring in each March (or February if the final Distribution Date
occurs in such month), the Withheld Amounts remitted to the Lower-Tier Distribution Account pursuant to Section 3.05(e)
of this Agreement; and


 


(e)           the
aggregate amount of Gain-on-Sale Proceeds transferred to the Lower Tier Distribution Account from the Gain-on-Sale Reserve Account
for distribution on the subject Distribution Date.


 


Notwithstanding
the investment of funds held in the Collection Account or the Lower-Tier Distribution Account pursuant to Section 3.07
of this Agreement, for purposes of calculating the Available Funds, the amounts so invested shall be deemed to remain on deposit
in such account.


 


“Balloon
Loan”: Any Mortgage Loan or Serviced Whole Loan that requires a payment of principal on the maturity date in excess
of its constant Periodic Payment.


 


“Balloon
Payment”: With respect to each Balloon Loan, the scheduled payment of principal due on the Maturity Date (less principal
included in the applicable amortization schedule or scheduled Periodic Payment).


 


“Base
Interest Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and any of the Class A-1, Class A-2,
Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates, a fraction (not greater than
one) (a) whose numerator is the greater of zero and the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates
exceeds (ii) the yield rate (as provided by the Master Servicer) used in calculating the Prepayment Premium or Yield Maintenance
Charge, as applicable, with respect to such Principal Prepayment and (b) whose denominator is the amount, if any, by which (i)
the Mortgage Rate on such Mortgage Loan exceeds (ii) the yield rate (as provided by the Master Servicer) used in calculating the
Prepayment Premium or Yield Maintenance Charge, as applicable, with respect to such Principal Prepayment; provided that
if such yield rate is greater


 






    -16- 


     


    

 


than or equal to the Mortgage Rate on such Mortgage Loan, then the Base Interest Fraction shall
be zero; provided, further, that if such yield rate is greater than or equal to the Mortgage Rate on such Mortgage
Loan, but less than the Pass-Through Rate described in clause (a)(i) above, then the Base Interest Fraction shall be one.


 


To
the extent that the “yield rate” referred to in the immediately preceding paragraph to be provided by the Master Servicer
is not provided in the related Loan Documents, such “yield rate” shall be, when compounded monthly, equivalent to
the yield, on the U.S. Treasury primary issue with a maturity date closest to the Maturity Date or Anticipated Repayment Date,
as applicable, for the prepaid Mortgage Loan. In the event that there are: (a) two or more U.S. Treasury issues with the same
coupon, the issue with the lower yield shall be selected and (b) two or more U.S. Treasury issues with maturity dates equally
close to the Maturity Date or Anticipated Repayment Date, as applicable, for such prepaid Mortgage Loan, the issue with the earlier
maturity date shall be selected.


 


“Bid
Allocation”: With respect to the Master Servicer and each Sub-Servicer therefor and the proceeds of any bid pursuant
to Section 7.01(a) of this Agreement, the amount of such proceeds (net of any expenses incurred in connection with such
bid and the transfer of servicing), multiplied by a fraction equal to (a) the Servicing Fee Amount for the Master Servicer or
such Sub-Servicer therefor, as the case may be, as of such date of determination, over (b) the aggregate of the Servicing Fee
Amounts for the Master Servicer and all Sub-Servicers therefor as of such date of determination.


 


“Book-Entry
Certificate” shall mean any Certificate registered in the name of the Depository or its nominee.


 


“Borrower”:
With respect to any Mortgage Loan, Companion Loan or Serviced Whole Loan, any obligor or obligors on any related Mortgage Note
or Mortgage Notes, including in connection with a Mortgage Loan, Companion Loan or Serviced Whole Loan that utilizes an indemnity
deed of trust (“IDOT”) structure, the borrower and the Mortgaged Property owner / payment guarantor / mortgagor,
individually and collectively, as the context may require.


 


“Borrower
Accounts”: As defined in Section 3.07(a) of this Agreement.


 


“Borrower
Party”: A borrower, a mortgagor, a manager of a Mortgaged Property, Restricted Mezzanine Holder or any Borrower Party
Affiliate.


 


“Borrower
Party Affiliate”: With respect to a borrower, a mortgagor, a manager of a Mortgaged Property or a Restricted Mezzanine
Holder, (a) any other Person controlling or controlled by or under common control with such borrower, mortgagor, manager or Restricted
Mezzanine Holder, as applicable, (b) solely with respect to the 10 largest Mortgage Loans by Stated Principal Balance, any other
Person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, mortgagor or manager, as applicable,
or (c) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such Restricted Mezzanine Holder.
For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct
the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 






    -17- 


     


    

 


“Breach”:
As defined in Section 2.03(e) of this Agreement.


 


“Business
Day”: Any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in New York, New York or the principal cities
in which the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee or
the Certificate Administrator conduct servicing, trust administration or surveillance operations or (iii) a day on which the Federal
Reserve Bank of New York or banking institutions or savings associations in New York, New York, Charlotte, North Carolina, Oakland,
California, Kansas City, Missouri, Pittsburgh, Pennsylvania, Overland Park, Kansas, Minneapolis, Minnesota or Columbia, Maryland,
or the principal cities in which the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee or the Certificate Administrator conduct servicing, trust administration or surveillance operations are authorized
or obligated by law or executive order to be closed.


 


“Calculation
Rate”: A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest
payment on the Mortgage Loan or Serviced Companion Loan or sale of a Defaulted Loan, the highest of (1) the rate determined by
the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Borrowers
on similar non-defaulted debt of the Borrowers as of such date of determination, (2) the applicable Mortgage Rate and (3) the
yield on 10-year U.S. treasuries as of such date of determination and (ii) for all other cash flows, including property cash flow,
the “discount rate” set forth in the most recent related Appraisal (or Updated Appraisal).


 


“Cash
Collateral Account”: With respect to any Mortgage Loan or Serviced Whole Loan that has a Lock-Box Account, any account
or accounts created pursuant to the related Mortgage, Loan Agreement, Cash Collateral Account Agreement or other Loan Document
into which the Lock-Box Account monies are swept on a regular basis for the benefit of the Trustee, on behalf of the Certificateholders,
as successor to the related Mortgage Loan Seller. Any Cash Collateral Account shall be beneficially owned for federal income tax
purposes by the Person who is entitled to receive all reinvestment income or gain thereon in accordance with the terms and provisions
of the related Loan Documents and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income
or gain thereon in accordance with the terms of the related Mortgage Loan or Serviced Whole Loan. The Master Servicer shall be
permitted to make withdrawals therefrom for deposit into the Collection Account or the applicable Serviced Whole Loan Collection
Account, as applicable. To the extent not inconsistent with the terms of the related Loan Documents, each such Cash Collateral
Account shall be an Eligible Account.


 


“Cash
Collateral Account Agreement”: With respect to any Mortgage Loan or Serviced Whole Loan, the cash collateral account
agreement, if any, between the related Originator and the related Borrower, pursuant to which the related Cash Collateral Account,
if any, may have been established.


 


“Certificate”:
Any Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class A-M, Class B, Class
C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class S and Class R Certificate issued, authenticated and delivered
hereunder.


 






    -18- 


     


    

 


“Certificate
Administrator”: Wells Fargo Bank, National Association, a national banking association, in its capacity as Certificate
Administrator, or its successor in interest, or any successor Certificate Administrator appointed as herein provided. Wells Fargo
Bank, National Association will perform its obligations as Certificate Administrator hereunder through its Corporate Trust Services
division.


 


“Certificate
Administrator Personnel”: The divisions and individuals of the Certificate Administrator who are involved in the performance
of the duties of the Certificate Administrator under this Agreement.


 


“Certificate
Administrator/Trustee Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount per Interest
Accrual Period equal to the product of (i) the Certificate Administrator/Trustee Fee Rate (adjusted to a monthly rate) multiplied
by (ii) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the immediately preceding Collection Period (without
giving effect to payments of principal on such Mortgage Loan on such Due Date). The Certificate Administrator/Trustee Fee shall
be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. For the avoidance of doubt, the Certificate
Administrator/Trustee Fee with respect to each Mortgage Loan shall be payable from the Lower-Tier REMIC.


 


“Certificate
Administrator/Trustee Fee Rate”: A rate equal to 0.00605% per annum.


 


“Certificate
Administrator’s Website”: The internet website of the Certificate Administrator, initially located at www.ctslink.com.


 


“Certificate
Balance”: With respect to any Class of Principal Balance Certificates, (a) on or prior to the first Distribution Date,
an amount equal to the aggregate initial Certificate Balance of such Class as specified in the Preliminary Statement to this Agreement
and (b) as of any date of determination after the first Distribution Date, an amount equal to the Certificate Balance of such
Class on the Distribution Date immediately prior to such date of determination less any distributions allocable to principal and
any allocations of Realized Losses, as applicable, made thereon on such prior Distribution Date.


 


“Certificate
Custodian”: Initially, the Certificate Administrator; thereafter, any other Certificate Custodian acceptable to the
Depository and selected by the Certificate Administrator.


 


“Certificate
Factor”: With respect to any Class of Principal Balance Certificates or Class X Certificates, as of any date of determination,
a fraction, expressed as a decimal carried to eight places, the numerator of which is the then related Certificate Balance or
the Notional Amount, as the case may be, and the denominator of which is the related initial Certificate Balance or the initial
Notional Amount, as the case may be.


 


“Certificate
Owner”: With respect to a Global Certificate, the Person who is the beneficial owner of such Certificate as reflected
on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository
Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository)


 






    -19- 


     


    

 


with respect to such
Classes. Each of the Trustee, the Certificate Administrator and the Master Servicer shall have the right to require, as a condition
to acknowledging the status of any Person as a Certificate Owner under this Agreement, that such Person execute an Investor Certification.


 


“Certificate
Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant
to Section 5.02 of this Agreement.


 


“Certificateholder”:
The Person in whose name a Certificate is registered in the Certificate Register or any beneficial owner thereof; provided,
however, that solely for the purposes of giving any consent, approval, waiver or taking any action pursuant to this Agreement,
any Certificate registered in the name of or beneficially owned by (i) the Master Servicer, the Special Servicer, any Excluded
Special Servicer, the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any
of such Persons or (ii) any Borrower Party, in each case shall be deemed not to be outstanding (provided that notwithstanding
the foregoing, any Controlling Class Certificates owned by an Excluded Controlling Class Holder shall not be deemed to be outstanding
as to such Excluded Controlling Class Holder solely with respect to any related Excluded Controlling Class Mortgage Loan; and
provided, further, that any Controlling Class Certificates owned by the Special Servicer or an Affiliate thereof
shall not be deemed to be outstanding as to the Special Servicer or such Affiliate solely with respect to any related Excluded
Special Servicer Mortgage Loan), and the Voting Rights to which it is entitled shall not be taken into account in determining
whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take any such action
has been obtained; provided, however, that the foregoing restrictions shall not apply in the case of the Master
Servicer, the Special Servicer, any Excluded Special Servicer, the Trustee, the Certificate Administrator, the Depositor, any
Mortgage Loan Seller or any Affiliate of any of such Persons unless such consent, approval or waiver sought from such party would
in any way increase its compensation or limit its obligations in the named capacities hereunder or waive a Servicer Termination
Event or trigger an Asset Review with respect to such Mortgage Loan; provided, further that so long as there is
no Servicer Termination Event with respect to the Master Servicer or the Special Servicer, the Master Servicer and the Special
Servicer or such Affiliate of either shall be entitled to exercise such Voting Rights with respect to any issue which could reasonably
be believed to adversely affect such party’s compensation or increase its obligations or liabilities hereunder; and provided,
further that such restrictions shall not apply to (i) the exercise of the Special Servicer’s, the Master Servicer’s
or any Mortgage Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling Class or (ii) any
Affiliate of the Depositor, the Master Servicer, any Special Servicer, the Trustee or the Certificate Administrator that has provided
an Investor Certification in which it has certified as to the existence of an Affiliate Ethical Wall between it and the Depositor,
the Master Servicer, such Special Servicer, the Trustee or the Certificate Administrator, as applicable, and any Certificates
beneficially owned by such Affiliate shall be deemed to be outstanding. The Trustee and the Certificate Administrator shall each
be entitled to request and rely upon a certificate of the Master Servicer, the Special Servicer or the Depositor in determining
whether a Certificate is registered in the name of an Affiliate of such Person. All references herein to “Holders”
or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights
through the Depository and the Depository Participants, except as otherwise specified herein; provided, however,
that the parties hereto shall be required to recognize as a “Holder” or


 






    -20- 


     


    

 


“Certificateholder” only the Person
in whose name a Certificate is registered in the Certificate Register.


 


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer pursuant
to Section 3.22(d) of this Agreement or the Asset Representations Reviewer pursuant to Section 11.05(b) of this
Agreement, the holders of Principal Balance Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account
the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates pursuant
to Section 4.08 of this Agreement, except in the case of the termination of the Asset Representations Reviewer pursuant
to Section 11.05(b) of this Agreement) of all Certificates (other than the Class X and Class R Certificates) on an aggregate
basis.


 


“Certificateholder
Repurchase Request”: As defined in Section 2.03(k) of this Agreement.


 


“Certification
Parties”: As defined in Section 10.08 of this Agreement.


 


“Certifying
Certificateholder”: A Certificateholder or Certificate Owner of a Certificate that has provided the Trustee or the Certificate
Administrator with an executed Investor Certification.


 


“Certifying
Person”: As defined in Section 10.08 of this Agreement.


 


“Certifying
Servicer”: As defined in Section 10.11 of this Agreement.


 


“Class”:
All of the Certificates that collectively bear the same alphabetical or alphanumeric Class designation and each Lower-Tier Regular
Interest.


 


“Class
A-1 Certificate”: Any one of the Certificates with a “Class A-1” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class
A-1 Pass-Through Rate”: A per annum rate equal to 3.125%.


 


“Class
A-2 Certificate”: Any one of the Certificates with a “Class A-2” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class
A-2 Pass-Through Rate”: A per annum rate equal to 3.976%.


 


“Class
A-3 Certificate”: Any one of the Certificates with a “Class A-3” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class
A-3 Pass-Through Rate”: A per annum rate equal to 3.886%.


 






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“Class
A-4 Certificate”: Any one of the Certificates with a “Class A-4” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class
A-4 Pass-Through Rate”: A per annum rate equal to 3.858%.


 


“Class
A-5 Certificate”: Any one of the Certificates with a “Class A-5” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class
A-5 Pass-Through Rate”: A per annum rate equal to the lesser of (i) the WAC Rate and (ii) 4.121%.


 


“Class
A-M Certificate”: Any one of the Certificates with a “Class A-M” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class
A-M Pass-Through Rate”: A per annum rate equal to the lesser of (i) the WAC Rate and (ii) 4.311%.


 


“Class
A-SB Certificate”: Any one of the Certificates with a “Class A-SB” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class
A-SB Pass-Through Rate”: A per annum rate equal to the lesser of (i) the WAC Rate and (ii) 4.059%.


 


“Class
A-SB Planned Principal Balance”: With respect to any Distribution Date, the planned principal amount for such Distribution
Date specified in Schedule III hereto relating to the Class A-SB Certificates.


 


“Class
B Certificate”: Any one of the Certificates with a “Class B” designation on the face thereof, executed and
authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form
of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class
B Pass-Through Rate”: A per annum rate equal to the lesser of (i) the WAC Rate and (ii) 4.430%.


 


“Class
C Certificate”: Any one of the Certificates with a “Class C” designation on the face thereof, executed and
authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form
of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class
C Pass-Through Rate”: A per annum rate equal to the WAC Rate.


 






    -22- 


     


    

 


“Class
D Certificate”: Any one of the Certificates with a “Class D” designation on the face thereof, executed and
authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form
of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class
D Pass-Through Rate”: A per annum rate equal to (i) the WAC Rate that corresponds to the related interest accrual
period minus (ii) 1.750%, but in any case, not less than 0.000%.


 


“Class
E-RR Certificate”: Any one of the Certificates with a “Class E-RR” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class
E-RR Pass-Through Rate”: A per annum rate equal to the WAC Rate.


 


“Class
F-RR Certificate”: Any one of the Certificates with a “Class F-RR” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class
F-RR Pass-Through Rate”: A per annum rate equal to the WAC Rate.


 


“Class
G-RR Certificate”: Any one of the Certificates with a “Class G-RR” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class
G-RR Pass-Through Rate”: A per annum rate equal to the WAC Rate.


 


“Class
H-RR Certificate”: Any one of the Certificates with a “Class H-RR” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class
H-RR Pass-Through Rate”: A per annum rate equal to the WAC Rate.


 


“Class
LA-1 Interest,” “Class LA-2 Interest,” “Class LA-3 Interest,” “Class
LA-SB Interest,” “Class LA-4 Interest,” “Class LA-5 Interest”, “Class
LA-M Interest,” “Class LB Interest,” “Class LC Interest,” “Class LD Interest,”
“Class LERR Interest,” “Class LFRR Interest”, “Class LGRR Interest” and
“Class LHRR Interest”: Each, a regular interest in the Lower-Tier REMIC entitled to monthly distributions payable
thereto pursuant to Section 4.01 of this Agreement.


 


“Class
LTR Interest”: The sole class of “residual interest” in the Lower-Tier REMIC, which will be represented
by the Class R Certificates.


 


“Class
R Certificate”: Any one of the Certificates with a “Class R” designation on the face thereof, executed and
authenticated by the Certificate Administrator or the


 






    -23- 


     


    

 


Authenticating Agent on behalf of the Depositor in substantially the form
of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement. The Class R Certificates
have no Pass-Through Rate, Certificate Balance or Notional Amount.


 


“Class
S Certificate”: Any one of the Certificates with a “Class S” designation on the face thereof, executed and
authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form
of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement. The Class S Certificates represent undivided
beneficial interests in the Class S Specific Grantor Trust Assets.


 


“Class
S Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) any Excess Interest collected on the
ARD Loans, and (ii) the amounts held from time to time in the Excess Interest Distribution Account.


 


“Class
UTR Interest”: The sole class of “residual interest” in the Upper-Tier REMIC, which will be represented
by the Class R Certificate.


 


“Class
X Certificates”: The Class X-A, Class X-B and Class X-D Certificates, collectively.


 


“Class
X Component”: Each of the Class X-A Components, the Class X-B Component and the Class X-D Component.


 


“Class
X Component Notional Amount”: With respect to each Class X Component and any date of determination, an amount equal
to the then Lower-Tier Principal Balance of its Corresponding Lower-Tier Regular Interest.


 


“Class
X Notional Amount”: The Class X-A Notional Amount, the Class X-B Notional Amount or the Class X-D Notional Amount, as
applicable, and as the context may require.


 


“Class
X-A Certificate”: Any one of the Certificates with a “Class X-A” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class
X-A Components”: Each of Component XA-1, Component XA-2, Component XA-3, Component XA-SB, Component XA-4, Component
XA-5 and Component XA-M.


 


“Class
X-A Notional Amount”: As of any date of determination, the sum of the then Class X Component Notional Amounts of all
of the Class X-A Components.


 


“Class
X-A Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class X-A Strip Rates for
the respective Class X-A Components for such Distribution Date, weighted on the basis of the respective Class X Component Notional
Amounts of such Components outstanding immediately prior to such Distribution Date. The Class X-A Pass-Through Rate for the initial
Distribution Date is 0.697% per annum.


 






    -24- 


     


    

 


“Class
X-A Strip Rate”: With respect to any Class of Class X-A Components for any Distribution Date, the (i) the WAC Rate for
such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates.


 


“Class
X-B Certificate”: Any one of the Certificates with a “Class X-B” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class
X-B Component”: The Component XB.


 


“Class
X-B Notional Amount”: As of any date of determination, the then Class X Component Notional Amount of the Class X-B Component.


 


“Class
X-B Pass-Through Rate”: With respect to any Distribution Date, the Class X-B Strip Rate for the Class X-B Component
for such Distribution Date. The Class X-B Pass-Through Rate for the initial Distribution Date is 0.286% per annum.


 


“Class
X-B Strip Rate”: With respect to the Class X-B Component for any Distribution Date, the (i) the WAC Rate for such Distribution
Date over (ii) the Pass-Through Rate for the Corresponding Certificates.


 


“Class
X-D Certificate”: Any one of the Certificates with a “Class X-D” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class
X-D Component”: The Component XD.


 


“Class
X-D Notional Amount”: As of any date of determination, the then Class X Component Notional Amount of the Class X-D Component.


 


“Class
X-D Pass-Through Rate”: With respect to any Distribution Date, the Class X-D Strip Rate for the Class X-D Component
for such Distribution Date. The Class X-D Pass-Through Rate for the initial Distribution Date is 1.750% per annum.


 


“Class
X-D Strip Rate”: With respect to the Class X-D Component for any Distribution Date, the (i) the WAC Rate for such Distribution
Date over (ii) the Pass-Through Rate for the Corresponding Certificates.


 


“Clearstream”:
Clearstream Banking Luxembourg, a division of Clearstream International, société anonyme.


 


“Closing
Date”: July 13, 2018.


 


“Code”:
The Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations
of the United States Department of the Treasury promulgated pursuant thereto.


 






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“Collateral
Deficiency Amount” With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated
Principal Balance of such AB Modified Loan (taking into account the related junior note(s) included therein), over (ii) the sum
of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent appraised value
for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account
in such appraised value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such
determination, any capital or additional collateral contributed by the related Borrower at the time the Mortgage Loan became (and
as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged Properties
(provided, that in the case of a Non-Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken into account
solely to the extent relevant information is received by the Master Servicer), plus (z) any other escrows or reserves (in addition
to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of
the date of such determination. The Certificate Administrator shall be entitled to conclusively rely on the Master Servicer’s
calculation or determination of any Collateral Deficiency Amount.


 


“Collection
Account”: The trust account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a)
of this Agreement, which shall be entitled “Wells Fargo Bank, National Association, as Master Servicer, on behalf of
Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of Deutsche Mortgage & Asset Receiving
Corporation, Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4 Collection Account”
and which must be an Eligible Account.


 


“Collection
Period”: With respect to any Distribution Date and each Mortgage Loan (including any related Companion Loan), the period
that begins on the day immediately following the Due Date for such Mortgage Loan (including any related Companion Loan) in the
month preceding the month in which that Distribution Date occurs or the date that would have been the Due Date if such Mortgage
Loan (including any related Companion Loan) had a Due Date in such preceding month and ending on and including the Due Date for
such Mortgage Loan (including any related Companion Loan) occurring in the month in which that Distribution Date occurs. Notwithstanding
the foregoing, in the event that the last day of a Collection Period (or applicable grace period) is not a business day, any Periodic
Payments received with respect to Mortgage Loans (including any related Companion Loan) relating to such Collection Period on
the business day immediately following such day shall be deemed to have been received during such Collection Period and not during
any other Collection Period.


 


“Commission”:
The Securities and Exchange Commission.


 


“Communication
Request”: As defined in Section 5.05(a) of this Agreement.


 


“Companion
Loan”: A Serviced Companion Loan or Non-Serviced Companion Loan, as applicable and as the context may require.


 


“Companion
Loan Noteholder”: A holder of a Companion Loan.


 


“Compensating
Interest Payment”: An amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest Shortfalls incurred in connection


 






    -26- 


     


    

 


with voluntary Principal Prepayments received in respect of the Mortgage Loans or Serviced
Pari Passu Companion Loans (in each case, other than (a) a Non-Serviced Mortgage Loan, (b) a Specially Serviced Loan or (c) a
Mortgage Loan or Serviced Companion Loan with respect to which the Special Servicer has waived or amended the prepayment restrictions
such that the related Borrower is not required to prepay on a Due Date or pay interest that would have accrued on the amount prepaid
through and including the last day of the interest accrual period occurring following the date of such prepayment) for the related
Distribution Date, and (ii) the aggregate of (A) the portion of its Master Servicing Fee (calculated for this purpose at 0.0025%
(0.25 basis points per annum)) that is being paid in such Collection Period with respect to the Mortgage Loans or Serviced
Pari Passu Companion Loans serviced by it (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan), (B) all Prepayment
Interest Excess received by the Master Servicer during the related Collection Period on the Mortgage Loans or Serviced Pari Passu
Companion Loans (other than a Non Serviced Mortgage Loan or a Specially Serviced Loan) and (C) to the extent earned on principal
prepayments, net investment earnings payable to the Master Servicer for such Collection Period received by the Master Servicer
during such Collection Period with respect to the Mortgage Loan or any related Serviced Pari Passu Companion Loan, as applicable,
subject to such prepayment; provided that if any Prepayment Interest Shortfall occurs with respect to any Mortgage Loan as a result
of the Master Servicer’s failure to enforce the related Loan Documents (a “Prohibited Prepayment”) regarding
principal prepayments (other than in connection with (a) a Non-Serviced Mortgage Loan, (b) subsequent to a default under the related
Loan Documents (provided that the Master Servicer reasonably believes that acceptance of such prepayment is consistent with the
Servicing Standard) or if the Mortgage Loan or Serviced Whole Loan is a Specially Serviced Loan, (c) at the request of or with
the consent of the Special Servicer or, so long as a Control Termination Event has not occurred or is not continuing (other than
with respect to the Mortgage Loans other than an Excluded Loan or a Servicing Shift Whole Loan), the Directing Holder, (d) pursuant
to applicable law or a court order, (e) in connection with the payment of Insurance and Condemnation Proceeds unless the Master
Servicer did not apply the proceeds thereof in accordance with the terms of the related Loan Documents and such failure caused
the shortfall or (f) a previously Specially Serviced Loan with respect to which the Special Servicer has waived or amended the
prepayment restriction such that the related Borrower is not required to prepay on a Due Date or pay interest that would have
accrued on the amount prepaid through and including the last day of the interest accrual period occurring following the date of
such prepayment), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master
Servicer shall pay, without regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to
such Mortgage Loan or Serviced Companion Loan, otherwise described in clause (i) above in connection with such Prohibited Prepayments.
The Master Servicer’s obligation to pay the Compensating Interest Payment, and the rights of the Certificateholders to offset
of the aggregate Prepayment Interest Shortfalls against those amounts, shall not be cumulative.


 


“Component
XA Allocation Denominator”: With respect to any date of determination, the sum of (i) the product of the Class X-A Strip
Rate for the Component XA-1 multiplied by the Class X Component Notional Amount for the Component XA-1, (ii) the product of the
Class X-A Strip Rate for the Component XA-2 multiplied by the Class X Component Notional Amount for the Component XA-2, (iii)
the product of the Class X-A Strip Rate for the Component XA-3 multiplied by the Class X Component Notional Amount for the


 






    -27- 


     


    

 


Component
XA-3, (vi) the product of the Class X-A Strip Rate for the Component XA-SB multiplied by the Class X Component Notional Amount
for the Component XA-SB, (v) the product of the Class X-A Strip Rate for the Component XA-4 multiplied by the Class X Component
Notional Amount for the Component XA-4, (vi) the product of the Class X-A Strip Rate for the Component XA-5 multiplied by the
Class X Component Notional Amount for the Component XA-5, and (vii) the product of the Class X-A Strip Rate for the Component
XA-M multiplied by the Class X Component Notional Amount for the Component XA-M.


 


“Component
XA-1”: One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then
current Lower-Tier Principal Balance of the Class LA-1 Interest as of any date of determination.


 


“Component
XA-1 Percentage”: With respect to the Component XA-1 and any date of determination, a fraction, expressed as a percentage,
(i) the numerator of which is the product of the Class X-A Strip Rate for the Component XA-1 multiplied by the Class X Component
Notional Amount for the Component XA-1, and (ii) the denominator of which is the Component XA Allocation Denominator.


 


“Component
XA-2”: One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then
current Lower-Tier Principal Balance of the Class LA-2 Interest as of any date of determination.


 


“Component
XA-2 Percentage”: With respect to the Component XA-2 and any date of determination, a fraction, expressed as a percentage,
(i) the numerator of which is the product of the Class X-A Strip Rate for the Component XA-2 multiplied by the Class X Component
Notional Amount for the Component XA-2, and (ii) the denominator of which is the Component XA Allocation Denominator.


 


“Component
XA-3”: One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then
current Lower-Tier Principal Balance of the Class LA-3 Interest as of any date of determination.


 


“Component
XA-3 Percentage”: With respect to the Component XA-3 and any date of determination, a fraction, expressed as a percentage,
(i) the numerator of which is the product of the Class X-A Strip Rate for the Component XA-3 multiplied by the Class X Component
Notional Amount for the Component XA-3, and (ii) the denominator of which is the Component XA Allocation Denominator.


 


“Component
XA-4”: One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then
current Lower-Tier Principal Balance of the Class LA-4 Interest as of any date of determination.


 


“Component
XA-4 Percentage”: With respect to the Component XA-4 and any date of determination, a fraction, expressed as a percentage,
(i) the numerator of which is the product of the Class X-A Strip Rate for the Component XA-4 multiplied by the Class X Component
Notional Amount for the Component XA-4, and (ii) the denominator of which is the Component XA Allocation Denominator.


 






    -28- 


     


    

 


“Component
XA-5”: One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then
current Lower-Tier Principal Balance of the Class LA-5 Interest as of any date of determination.


 


“Component
XA-5 Percentage”: With respect to the Component XA-5 and any date of determination, a fraction, expressed as a percentage,
(i) the numerator of which is the product of the Class X-A Strip Rate for the Component XA-5 multiplied by the Class X Component
Notional Amount for the Component XA-5, and (ii) the denominator of which is the Component XA Allocation Denominator.


 


“Component
XA-M”: One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then
current Lower-Tier Principal Balance of the Class LA-M Interest as of any date of determination.


 


“Component
XA-M Percentage”: With respect to the Component XA-M and any date of determination, a fraction, expressed as a percentage,
(i) the numerator of which is the product of the Class X-A Strip Rate for the Component XA-M multiplied by the Class X Component
Notional Amount for the Component XA-M, and (ii) the denominator of which is the Component XA Allocation Denominator.


 


“Component
XA-SB”: One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the
then current Lower-Tier Principal Balance of the Class LA-SB Interest as of any date of determination.


 


“Component
XA-SB Percentage”: With respect to the Component XA-SB and any date of determination, a fraction, expressed as a percentage,
(i) the numerator of which is the product of the Class X-A Strip Rate for the Component XA-SB multiplied by the Class X Component
Notional Amount for the Component XA-SB, and (ii) the denominator of which is the Component XA Allocation Denominator.


 


“Component
XB”: The component of the Class X-B Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LB Interest as of any date of determination.


 


“Component
XD”: The component of the Class X-D Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LD Interest as of any date of determination.


 


“Condemnation
Proceeds”: Any awards resulting from the full or partial condemnation or any eminent domain proceeding or any conveyance
in lieu or in anticipation thereof with respect to a Mortgaged Property by or to any governmental, quasi-governmental authority
or private entity with condemnation powers (other than amounts to be applied to the restoration, preservation or repair of such
Mortgaged Property or released to the related Borrower in accordance with the terms of the REMIC Provisions and the applicable
Loan Documents for the related Mortgage Loan or Serviced Whole Loan) or, if applicable, with respect to the Mortgaged Property
securing a Serviced Whole Loan, any portion of such amounts payable to the holders of the applicable Mortgage Loan. With respect
to the Mortgaged Property securing any Non-Serviced Mortgage Loan or Non-Serviced Companion Loan, only the portion


 






    -29- 


     


    

 


of such amounts
payable to the holder of the related Non-Serviced Mortgage Loan shall be included in Condemnation Proceeds).


 


“Confidential
Information”: With respect to each of the Depositor, the Master Servicer, any Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, and the Trustee, all material non-public information obtained
in the course of and as a result of such Person’s performance of its duties under this Pooling and Servicing Agreement with
respect to any Mortgage Loan (or Serviced Whole Loan), any Borrower and any Mortgaged Property, unless such information (i) was
already in the possession of such Person prior to being disclosed to such Person, (ii) is or becomes available to such Person
from a source other than its activities as the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, or (iii) is or becomes generally
available to the public other than as a result of a disclosure by the Master Servicer Servicing Personnel, applicable Special
Servicer Servicing Personnel, the Operating Advisor Surveillance Personnel, the Asset Representations Reviewer Surveillance Personnel,
the Certificate Administrator Personnel or the Trustee Personnel.


 


“Consultation
Termination Event”: At any date at which (i) there is no class of Control Eligible Certificates that has a then-outstanding
Certificate Balance (without regard to the application of any Cumulative Appraisal Reduction Amounts) equal to at least 25% of
the initial Certificate Balance of that Class, or (ii) a Holder of the Class E-RR Certificates is the majority Controlling Class
Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder,
and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.29(g);
provided that no Consultation Termination Event resulting solely from the operation of clause (ii) shall be deemed to have
existed or be in continuance with respect to a successor holder of Class E-RR Certificates that has not irrevocably waived its
right to exercise any of the rights of the Controlling Class Certificateholder, provided, further, that prior to
the applicable Servicing Shift Securitization Date, no Consultation Termination Event may occur with respect to the Loan-Specific
Directing Holder related to the related Servicing Shift Whole Loan and the term “Consultation Termination Event” shall
not be applicable to the Loan-Specific Directing Holder related to such Servicing Shift Whole Loan; provided further that
a Consultation Termination Event shall not be deemed to be continuing in the event the Certificate Balances of all Classes of
Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero. With respect to Excluded
Loans, a Consultation Termination Event shall be deemed to exist.


 


“Control
Eligible Certificates”: Any of the Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates.


 


“Control
Termination Event”: The occurrence of, with respect to any Mortgage Loan or Serviced Whole Loan, (i) the Certificate
Balance of the Class E-RR Certificates (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of such Class in accordance with Section 4.08(a) hereof) being reduced to less than 25%
of the initial Certificate Balance of such Class or (ii) a Holder of the Class E-RR Certificates becoming the majority Controlling
Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling


 






    -30- 


     


    

 


Class
Certificateholder and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section
3.29(g); provided that prior to the applicable Servicing Shift Securitization Date, no Control Termination Event may
occur with respect to the Loan-Specific Directing Holder related to the related Servicing Shift Whole Loan and the term “Control
Termination Event” shall not be applicable to the Loan-Specific Directing Holder related to such Servicing Shift Whole Loan;
provided further that a Control Termination Event shall not be deemed to be continuing in the event the Certificate Balances
of all Classes of Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero. With
respect to Excluded Loans, a Control Termination Event shall be deemed to exist.


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a then aggregate Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to
such Class in accordance with Section 4.08(a) of this Agreement) at least equal to 25% of the initial Certificate Balance
of that Class or if no Class of Control Eligible Certificates meets the preceding requirement, the most senior Class of Control
Eligible Certificates. The Controlling Class as of the Closing Date will be the Class H-RR Certificates; provided that
if, at any time, the Certificate Balances of all Control Eligible Certificates, as notionally reduced by any Appraisal Reduction
Amounts (but without regard to any Collateral Deficiency Amount) allocable to such Classes, have been reduced to zero, the Controlling
Class shall be the most subordinate Class of Control Eligible Certificates that has a principal balance greater than zero; provided,
further that if at any time the Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class
A-5, Class A-M, Class B, Class C and Class D certificates have been reduced to zero as a result of the allocation of principal
payments on the Mortgage Loans, then the “Controlling Class” shall be the most subordinate class of Control Eligible
Certificates that has an aggregate Certificate Balance greater than zero without regard to the application of Appraisal Reduction
Amounts (or any Collateral Deficiency Amount) to notionally reduce the Certificate Balance of such Class.


 


“Controlling
Class Certificateholder”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Registrar to the Certificate Administrator from time to time.


 


“Controlling
Companion Loan”: With respect to any Servicing Shift Whole Loan, the related Pari Passu Companion Loan which, upon the
securitization of such Pari Passu Companion Loan, servicing is expected to shift to the pooling and servicing agreement entered
into in connection with such securitization. There are no Controlling Companion Loans related to the Trust.


 


“Corporate
Trust Office”: The offices of the Trustee and Certificate Administrator are located, (i) with respect to the Trustee,
at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee – Benchmark 2018-B4, (ii) with respect
to the Certificate Administrator, at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust Services
– Benchmark 2018-B4, and (iii) in the case of any surrender, transfer or exchange, at Wells Fargo Center, 600 South 4th
Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479, Attention: CTS – Certificate Transfers Services Benchmark
2018-B4, or the principal trust office of any successor certificate administrator qualified and appointed pursuant to this Agreement.


 






    -31- 


     


    

 


“Corrected
Mortgage Loan”: As defined under the definition of Specially Serviced Loan.


 


“Corresponding
Certificates”: As defined in the Preliminary Statement with respect to any Corresponding Lower-Tier Regular Interest
or Corresponding Component.


 


“Corresponding
Components”: As defined in the Preliminary Statement with respect to any Corresponding Certificates or any Corresponding
Lower-Tier Regular Interest.


 


“Corresponding
Lower-Tier Regular Interests”: As defined in the Preliminary Statement with respect to any Corresponding Certificates
or Corresponding Component.


 


“CREFC®”:
Commercial Real Estate Finance Council®, formerly known as Commercial Mortgage Securities Association, or any association
or organization that is a successor thereto. If neither such association nor any successor remains in existence, “CREFC®”
shall be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers,
trustees, certificateholders, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization
industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and
whose principal purpose is the establishment of industry standards for reporting transaction-specific information relating to
commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed
properties underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one of the preceding sentences of this definition
does not exist, “CREFC®” shall be deemed to refer to such other association or organization as shall
be selected by the Master Servicer and reasonably acceptable to the Certificate Administrator, the Trustee, the Special Servicer
and, if no Control Termination Event has occurred and is continuing, the Directing Holder.


 


“CREFC®
Advance Recovery Report”: A monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Advance Recovery Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from
time to time be approved by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Appraisal Reduction Template”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Appraisal Reduction Template” available and effective from time to time on the CREFC®
Website.


 


“CREFC®
Bond Level File”: The data file in the “CREFC® Bond Level File” format substantially
in the form of and containing the information called for therein, or such other form for the presentation of such information
as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Collateral Summary File”: The data file in the “CREFC® Collateral Summary File” format
substantially in the form of and containing the information called for


 






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therein, or such other form for the presentation of such
information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions
generally.


 


“CREFC®
Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report”
format substantially in the form of and containing the information called for therein for the Mortgage Loans or Serviced Whole
Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC®
for commercial mortgage securities transactions generally. In connection with preparing the CREFC® Comparative
Financial Status Report, the Master Servicer shall process (a) interim financial statements beginning with interim financial statements
for the fiscal quarter ending September 30, 2018 (to the extent that the related Borrower provides sufficient information to report
pursuant to CREFC® guidelines), and (b) annual financial statements beginning with annual financial statements
for the 2018 fiscal year.


 


“CREFC®
Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC®
Website, or no later than 90 days after its adoption, such other form for the presentation of such information and containing
such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities
transactions generally.


 


“CREFC®
Financial File”: The data file in the “CREFC® Financial File” format substantially
in the form of and containing the information called for therein for the Mortgage Loans or Serviced Whole Loans, or such other
form for the presentation of such information as may be approved from time to time by the CREFC® for commercial
mortgage securities transactions generally. The initial data for this report shall be provided by each Mortgage Loan Seller.


 


“CREFC®
Historical Bond/Collateral Realized Loss Reconciliation Template”: A report substantially in the form of, and
containing the information called for in, the downloadable form of the “Historical Bond/Collateral Realized Loss Reconciliation
Template” available and effective from time to time on the CREFC® Website.


 


“CREFC®
Historical Liquidation Loss Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Historical Liquidation Loss Template” available and effective from time to time
on the CREFC® Website.


 


“CREFC®
Historical Loan Modification and Corrected Mortgage Loan Report”: The monthly report in the “Historical
Loan Modification and Corrected Mortgage Loan Report” format substantially in the form of and containing the information
called for therein for the Mortgage Loans or Serviced Whole Loans, or such other form for the presentation of such information
as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan (other than the portion of an REO
Loan related to any Serviced Companion Loan) and for any related Interest Accrual Period, the amount of interest accrued during
such Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the


 






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same principal
balance, in the same manner, and for the same number of days as any related interest payment with regards to the Mortgage Loan
during which such Interest Accrual Period is computed. Any payments of the CREFC® Intellectual Property Royalty
License Fee shall be made to “CRE Finance Council” and delivered by wire transfer pursuant to the following instructions
(or such other instructions as may hereafter be furnished by CREFC® to the Master Servicer in writing at least
two Business Days prior to the Master Servicer Remittance Date):


 


Account
Name: Commercial Real Estate Finance Council (CREFC®)


Bank
Name: JPMorgan Chase Bank, National Association


Bank
Address: 80 Broadway, New York, NY 10005


Routing
Number: 021000021


Account
Number: 213597397


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: A rate equal to 0.0005% per annum.


 


“CREFC®
Interest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Interest Shortfall Reconciliation Template” available and effective from
time to time on the CREFC® Website.


 


“CREFC®
Investor Reporting Package (CREFC® IRP)”:


 


(a)           The
following seven electronic files: (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic Update File,
(iii) CREFC® Property File, (iv) CREFC® Bond Level File, (v) CREFC® Financial File,
(vi) CREFC® Collateral Summary File, (vii) CREFC® Special Servicer Loan File and (viii) CREFC®
Schedule AL File;


 


(b)           The
following eleven supplemental reports: (i) CREFC® Delinquent Loan Status Report, (ii) CREFC® Historical
Loan Modification and Corrected Mortgage Loan Report, (iii) CREFC® REO Status Report, (iv) CREFC®
Operating Statement Analysis Report, (v) CREFC® Comparative Financial Status Report, (vi) CREFC®
Servicer Watch List, (vii) CREFC® Loan Level Reserve/LOC Report, (viii) CREFC® NOI Adjustment Worksheet,
(ix) CREFC® Advance Recovery Report, (x) CREFC® Total Loan Report and (xi) CREFC®
Reconciliation of Funds Report;


 


(c)           the
following eight templates: (i) CREFC® Appraisal Reduction Template, (ii) CREFC® Servicer Realized
Loss Template, (iii) CREFC® Reconciliation of Funds Template, (iv) CREFC® Historical Bond/Collateral
Realized Loss Reconciliation Template, (v) CREFC® Historical Liquidation Loss Template, (vi) CREFC®
Interest Shortfall Reconciliation Template, (vii) CREFC® Servicer Remittance to Trustee Template and (viii) CREFC®
Significant Insurance Event Template; and


 


(d)           such
other reports and data files as CREFC® may designate as part of the “CREFC® Investor Reporting
Package (CREFC® IRP)” from time to time generally.


 






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“CREFC®
License Agreement”: The License Agreement, in the form set forth on the website of CREFC® on the
Closing Date, relating to the use of the CREFC® trademarks and trade names.


 


“CREFC®
Loan Level Reserve/LOC Report”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Loan Level Reserve/LOC Report” available and effective from time to time on the
CREFC® Website.


 


“CREFC®
Loan Periodic Update File”: The monthly data file substantially in the form of, and containing the information
called for in, the downloadable form of the “CREFC® Loan Periodic Update File” available and effective
from time to time on the CREFC® Website and, provided that each CREFC® Loan Periodic Update
File shall be accompanied by a CREFC® Advance Recovery Report, if such report is required for a particular month,
and all references herein to “CREFC® Loan Periodic Update File” shall be construed accordingly.


 


“CREFC®
Loan Setup File”: The data file substantially in the form of, and containing the information called for in, the
downloadable form of the “CREFC® Loan Setup File” available and effective from time to time on the
CREFC® Website.


 


“CREFC®
NOI Adjustment Worksheet”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “NOI Adjustment Worksheet” available and effective from time to time on the CREFC®
Website.


 


“CREFC®
Operating Statement Analysis Report”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Operating Statement Analysis Report” available and effective from time to time
on the CREFC® Website.


 


“CREFC®
Property File”: The monthly data file substantially in the form of, and containing the information called for,
in the downloadable form of the “CREFC® Property File” available and effective from time to time on
the CREFC® Website.


 


“CREFC®
Reconciliation of Funds Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Reconciliation of Funds Template” available and effective from time to time
on the CREFC® Website, or such other form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CREFC® for commercial mortgage securities transactions
generally.


 


“CREFC®
REO Status Report”: A monthly report substantially in the form of, and containing the information called for in,
the downloadable form of the “REO Status Report” available and effective from time to time on the CREFC®
Website.


 


“CREFC®
Schedule AL File”: The data file in the “Schedule AL File” format substantially in the form of and
containing the information required by Items 1111(h)(1), 1111(h)(2) and 1111(h)(3) of Regulation AB, Item 1125 of Regulation AB
and Item 601(b)(102) of Regulation S-K and otherwise called for therein, or such other form containing such required information
for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 






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“CREFC®
Servicer Realized Loss Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Servicer Realized Loss Template” available and effective from time to time on
the CREFC® Website.


 


“CREFC®
Servicer Watch List”: A report substantially in the form of, and containing the information called for in, the
downloadable form of the “Servicer Watch List” available and effective from time to time on the CREFC®
Website.


 


“CREFC®
Special Servicer Loan File”: The monthly data file substantially in the form of, and containing the information
called for in, the downloadable form of the “Special Servicer Loan File” available and effective from time to time
on the CREFC® Website.


 


“CREFC®
Supplemental Servicer Reports”: The CREFC® Delinquent Loan Status Report, the CREFC®
Historical Loan Modification and Corrected Mortgage Loan Report, the CREFC® REO Status Report, the CREFC®
Servicer Watch List, the CREFC® NOI Adjustment Worksheet, the CREFC® Comparative Financial
Status Report, the CREFC® Operating Statement Analysis Report, the CREFC® Loan Level Reserve/LOC
Report, the CREFC® Advance Recovery Report and the CREFC® Total Loan Report.


 


“CREFC®
Total Loan Report”: The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Total Loan Report” available and effective from time to time on the CREFC®
Website.


 


“CREFC®
Website”: The CREFC®’s Website located at www.crefc.org or such other primary website
as the CREFC® may establish for dissemination of its report forms.


 


“CREFI”:
Citi Real Estate Funding Inc., in its capacity as a Mortgage Loan Seller, and its successors in interest.


 


“CREFI
Indemnification Agreement”: The agreement dated as of the Pricing Date, between CREFI, the Depositor, the Underwriters
and the Initial Purchasers.


 


“CREFI
Mortgage Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the CREFI Purchase Agreement.


 


“CREFI
Purchase Agreement”: The Mortgage Loan Purchase Agreement dated and effective the Pricing Date, between CREFI and the
Depositor.


 


“Cross-Over
Date”: The Distribution Date, if any, on which the Certificate Balance of each of the Class A-M, Class B, Class C, Class
D, Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates is (or will be) reduced to zero.


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination, the sum of (i) all Appraisal Reduction Amounts then in
effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The Certificate Administrator
shall be entitled to conclusively rely on the Master Servicer’s calculation or determination of any Cumulative Appraisal
Reduction Amount.


 






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“Custodial
Agreement”: The Custodial Agreement, if any, from time to time in effect between the Custodian named therein and the
Certificate Administrator, in the form agreed to by the Certificate Administrator and the Custodian, as the same may be amended
or modified from time to time in accordance with the terms thereof. No Custodial Agreement will be required if the Custodian is
the same party as the Certificate Administrator.


 


“Custodian”:
Any Custodian appointed pursuant to Section 3.19 of this Agreement. If a Custodian is not so appointed, then the Custodian
shall be the Certificate Administrator. The Custodian may (but need not) be the Certificate Administrator, the Trustee or the
Master Servicer or any Affiliate of the Certificate Administrator, the Trustee or the Master Servicer. Wells Fargo Bank, National
Association will perform its obligations as Custodian hereunder through its Document Custody division.


 


“Cut-off
Date”: With respect to each Mortgage Loan, the later of the related Due Date of such Mortgage Loan in July 2018 (or,
in the case of any Mortgage Loan that has its first Due Date subsequent to July 2018, the date that would have been its Due Date
in July 2018 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date
of origination of such Mortgage Loan.


 


“DBRS”:
DBRS, Inc., or its successor in interest. If neither such rating agency nor any successor remains in existence, “DBRS”
shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the other parties hereto, and specific ratings of DBRS herein
referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Debt
Service Coverage Ratio”: With respect to any Mortgage Loan or Serviced Whole Loan as of any date of determination and
for any period, the ratio calculated by dividing the net operating income or net cash flow, as applicable, of the related Mortgaged
Property or Mortgaged Properties, as the case may be, for the most recently ended 12-month trailing or one-year period for which
data is available from the related Borrower (or year-to-date until such time that data for the trailing 12-month period is available),
before payment of any scheduled payments of principal and interest on such Mortgage Loan or Serviced Whole Loan but after funding
of required reserves and “normalized” information from the CREFC® NOI Adjustment Worksheet for such
Mortgaged Property by the Master Servicer or Special Servicer, if applicable, pursuant to Section 3.13 of this Agreement,
by the annual debt service required by such Mortgage Loan or Serviced Whole Loan. Annual debt service shall be calculated by multiplying
the Periodic Payment in effect on such date of determination for such Mortgage Loan or Serviced Whole Loan by 12 (or such fewer
number of months for which related information is available).


 


“Default”:
An event of default under the Loan Documents for any Mortgage Loan or Whole Loan, or an event which, with the passage of time
or the giving of notice, or both, would constitute an event of default under the Loan Documents for such Mortgage Loan or Whole
Loan.


 


“Default
Interest”: With respect to any Serviced Mortgage Loan or Serviced Companion Loan, interest accrued on such Mortgage
Loan or Serviced Companion Loan (other


 






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than Excess Interest) at the excess of (i) the related Default Rate over (ii) the related
Mortgage Rate.


 


“Default
Rate”: With respect to each Mortgage Loan or Serviced Companion Loan, the per annum rate at which interest accrues
on such Mortgage Loan or Serviced Companion Loan following any event of default on such Mortgage Loan or Serviced Companion Loan,
including a default in the payment of a Periodic Payment or a Balloon Payment.


 


“Defaulted
Loan”: A Serviced Mortgage Loan and any related Serviced Companion Loan (i) that is delinquent at least 60 days in respect
of its Periodic Payments or that is more than 60 days delinquent in respect of its Balloon Payment (taking into account any extensions
to such 60-day period as provided in the provisos to clause (a) of the definition of “Specially Serviced Loan”), if
any, in either case such Delinquency to be determined without giving effect to any grace period permitted by the related Loan
Documents and without regard to any acceleration of payments under the related Mortgage Loan or Serviced Companion Loan or (ii)
as to which the Master Servicer or Special Servicer has, by written notice to the related borrower, accelerated the maturity of
the indebtedness evidenced by the related Mortgage Note.


 


“Defeasance
Account”: As defined in Section 3.26(j) of this Agreement.


 


“Defect”:
As defined in Section 2.03(e) of this Agreement.


 


“Deficient
Exchange Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and
Additional Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer), any item (x) regarding such party, (y) prepared
by such party or any registered public accounting firm, attorney or other agent retained by such party to prepare such information
and (z) delivered by or on behalf of such party pursuant to the delivery requirements under Article X of this Agreement
that does not conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and the rules and regulations promulgated thereunder.


 


“Delinquency”:
Any failure of a Borrower to make a scheduled Periodic Payment or Balloon Payment on a Due Date.


 


“Delinquent
Mortgage Loan”: A Mortgage Loan that is delinquent at least sixty days in respect of its Periodic Payments or Balloon
Payment, if any, in either case such delinquency to be determined without giving effect to any grace period.


 


“Denomination”:
As defined in Section 5.01(a) of this Agreement.


 


“Depositor”:
Deutsche Mortgage & Asset Receiving Corporation, a Delaware corporation, and its successors and assigns.


 


“Depository”:
The Depository Trust Company or a successor appointed by the Certificate Registrar (which appointment shall be at the direction
of the Depositor if the Depositor is legally able to do so).


 






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“Depository
Participant”: A Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities
deposited with the Depository.


 


“Determination
Date”: With respect to any Distribution Date, the 11th day of the calendar month of the related Distribution Date or,
if such 11th day is not a Business Day, then the next Business Day, commencing in August 2018.


 


“Diligence
File”: With respect to each Mortgage Loan or Companion Loan, if applicable, collectively the following documents in
electronic format:


 


(a)           A
copy of each of the following documents:


 


(i)      the
Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee
or in blank and further showing a complete, unbroken chain of endorsement from the Originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


(ii)     the
Mortgage, together with an original or copy of any intervening assignments of the Mortgage, in each case with evidence of recording
indicated thereon or certified to have been submitted for recording;


 


(iii)    assignment
of the Mortgage in favor of the Trustee (or the related Other Trustee, in the case of a Non-Serviced Mortgage Loan) or in blank
and (subject to the completion of certain missing recording information and, if applicable, the assignee’s name) in recordable
form (or, if the related Mortgage Loan Seller is responsible for the recordation of that assignment, a copy of such assignment
to be sent for recordation);


 


(iv)    any
related Assignment of Leases, Rents and Profits of any intervening assignments (if such item is a document separate from the Mortgage),
with evidence of recording indicated thereon or certified to have been submitted for recording;


 


(v)     an
assignment of any related Assignment of Leases, Rents and Profits (if such item is a document separate from the Mortgage) in favor
of the Trustee (or the related Other Trustee, in the case of a Non-Serviced Mortgage Loan) or in blank and (subject to the completion
of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related
Mortgage Loan Seller is responsible for the recordation of that assignment, a copy of such assignment to be sent for recordation);


 


(vi)    the
assignment of all unrecorded documents relating to the Mortgage Loan or a Serviced Whole Loan, if not already assigned pursuant
to items (iii) or (v) above;


 






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(vii)   all
modification, consolidation, assumption, written assurance and substitution agreements in those instances in which the terms or
provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;


 


(viii)  the
policy or certificate of lender’s title insurance issued on the date of the origination of such Mortgage Loan, or, if such
policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy that has
been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow
instructions executed by an authorized representative of the title company) to issue such title insurance policy;


 


(ix)     any
UCC financing statements, related amendments and continuation statements in the possession of the applicable Mortgage Loan Seller;


 


(x)      an
original assignment in favor of the Trustee (or the related Other Trustee, in the case of a Non-Serviced Mortgage Loan) or in
blank of any financing statement executed and filed in favor of the applicable Mortgage Loan Seller in the relevant jurisdiction
(or, if the related Mortgage Loan Seller is responsible for the filing of that assignment, a copy of such assignment to be sent
for filing);


 


(xi)     any
Intercreditor Agreement relating to permitted debt of the mortgagor, including any Intercreditor Agreement relating to a Serviced
Whole Loan;


 


(xii)    any
loan agreement, escrow agreement, security agreement or letter of credit relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xiii)   any
ground lease, ground lessor estoppel, indemnity or guaranty relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xiv)   any
property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xv)    any
franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with respect
to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the franchisor
of the transfer of a Mortgage Loan or Serviced Whole Loan and a request for confirmation that the issuing entity is a beneficiary
of such comfort letter or other agreement, or for the issuance of a new comfort letter in favor of the issuing entity, as the
case may be;


 


(xvi)   any
lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xvii)  any
related mezzanine intercreditor agreement;


 






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(xviii)  all
related environmental reports;


 


(xix)     all
related environmental insurance policies;


 


(b)      a
copy of any engineering reports or property condition reports;


 


(c)      other
than with respect to a hotel property (except with respect to tenanted commercial space within a hotel property), copies of a
rent roll;


 


(d)      for
any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance
agreements delivered to the related Mortgage Loan Seller;


 


(e)      copies
of all legal opinions (excluding attorney client communications between the related Mortgage Loan Seller, and its counsel that
are privileged communications or constitute legal or other due diligence analyses), if any, delivered in connection with the closing
of the related Mortgage Loan;


 


(f)       copies
of all mortgagor’s certificates of hazard insurance and/or hazard insurance policies or other applicable insurance policies
(to the extent not previously included as part of this definition), if any, delivered in connection with the origination of the
related Mortgage Loan;


 


(g)      a
copy of the appraisal for the related Mortgaged Property(ies);


 


(h)      for
any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of the lease;


 


(i)       a
copy of the applicable Mortgage Loan Seller’s asset summary;


 


(j)       copies
of all surveys for the related Mortgaged Property or Mortgaged Properties;


 


(k)      copies
of any zoning reports;


 


(l)       copies
of financial statements of the related mortgagor;


 


(m)     copies
of operating statements for the related Mortgaged Property or Mortgaged Properties;


 


(n)      copies
of all UCC searches;


 


(o)      copies
of all litigation searches;


 


(p)      copies
of all bankruptcy searches;


 


(q)      a
copy of the origination settlement statement;


 


(r)       a
copy of the insurance consultant report;


 






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(s)      copies
of the organizational documents of the related mortgagor and any guarantor;


 


(t)       copies
of the escrow statements;


 


(u)      a
copy of any closure letter (environmental);


 


(v)      a
copy of any environmental remediation agreement for the related Mortgaged Property or Mortgaged Properties; and


 


(w)     a
copy of the payment history with respect to such Mortgage Loan prior to the Closing Date;


 


provided,
that (i) with respect to any Mortgage Loan which is a Non-Serviced Mortgage Loan on the Closing Date, any assignments in favor
of the trustee will be in favor of the trustee under the related Other Pooling and Servicing Agreement and (ii) with respect to
any Servicing Shift Mortgage Loan, any assignments in favor of the trustee may be in blank and may not be recorded or filed until
otherwise set forth in Section 2.01(a);


 


in
each case, to the extent that the Originator received such documents in connection with the origination of such Mortgage Loan.
In the event any of the items identified above were not included in connection with the origination of such Mortgage Loan, the
Diligence File shall include a statement to that effect; provided that the Mortgage Loan Seller shall not deliver information
that is proprietary to the related Originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.
The Mortgage Loan Seller may, without any obligation to do so, include such other documents or information as part of the Diligence
File that such Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer to perform the Asset
Review on such Mortgage Loan; provided that such documents or information are clearly labeled and identified.


 


“Diligence
File Certification”: As defined in Section 2.01(f).


 


“Directing
Holder”: With respect to (i) any Serviced Mortgage Loan (other than a Servicing Shift Loan) and any related Serviced
Companion Loan, the Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the Controlling
Class Certificateholders, by Certificate Balance, as determined by the Certificate Registrar from time to time and (ii) each Servicing
Shift Whole Loan, the related Loan-Specific Directing Holder.


 


At
such time as there is no Controlling Class in accordance with the definition thereof, the Directing Holder shall have no rights
under this Agreement.


 


The
identification and contact information of each initial Directing Holder as of the Closing Date is set forth on Schedule I
to this Agreement. The parties to this Agreement may rely on such Schedule in accordance with Section 3.29.


 


For
the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement, Control Termination Event and Consultation
Termination Event shall not affect


 






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the rights of a Non-Directing Holder. Whenever the term “Directing Holder” is used
in this Agreement without further clarification, the parties hereto intend for such reference to mean the applicable Directing
Holder under the circumstances.


 


In
the event that no Directing Holder has been appointed or identified to the Master Servicer or the Special Servicer, as applicable,
and the Master Servicer or the Special Servicer, as applicable, has attempted to obtain such information from the Certificate
Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until
such time as the new Directing Holder is identified, the Master Servicer or the Special Servicer, as applicable, shall have no
duty to consult with, provide notice to, or seek the approval or consent of any such Directing Holder as the case may be.


 


“Directing
Holder Asset Status Report Review Process”: As defined in Section 3.23(e).


 


“Directly
Operate”: With respect to any Serviced REO Property, the furnishing or rendering of services to the tenants thereof
that are not customarily provided to tenants in connection with the rental of space for occupancy only within the meaning of Treasury
Regulations Section 1.512(b)-1(c)(5), the management or operation of such Serviced REO Property, the holding of such Serviced
REO Property primarily for sale to customers in the ordinary course of a trade or business, or any use of such Serviced REO Property
in a trade or business conducted by the Trust Fund, or the performance of any construction work on the Serviced REO Property other
than through an Independent Contractor; provided that the Special Servicer, on behalf of the Trust Fund, shall not be considered
to Directly Operate a Serviced REO Property solely because the Special Servicer, on behalf of the Trust Fund, establishes rental
terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital
expenditures with respect to such Serviced REO Property or takes other actions consistent with Treasury Regulations Section l.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to any Serviced Mortgage Loan and any related Serviced Companion Loan or Serviced
REO Property, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees,
rebates, and as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its Affiliates
that is paid by any Person (including, without limitation, the Trust, any Borrower, any Manager, any guarantor or indemnitor in
respect of a Serviced Mortgage Loan and any related Serviced Companion Loan and any purchaser of any Serviced Mortgage Loan and
any related Serviced Companion Loan or Serviced REO Property) in connection with the disposition, workout or foreclosure of any
Serviced Mortgage Loan and any related Serviced Companion Loan, if applicable, the management or disposition of any Serviced REO
Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement;
provided that any compensation and other remuneration that the Master Servicer or Certificate Administrator is permitted
to receive or retain pursuant to the terms of this Agreement in connection with its respective duties in such capacity as Master
Servicer or Certificate Administrator under this Agreement shall not be Disclosable Special Servicer Fees.


 


“Disclosure
Parties”: As defined in Section 3.14(e) of this Agreement.


 






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“Dispute
Resolution Consultation”: As defined in Section 2.03(l)(i).


 


“Dispute
Resolution Cut-off Date”: As defined in Section 2.03(l)(i).


 


“Disqualified
Non-U.S. Person”: With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than (a) a Non-U.S.
Person that holds the Class R Certificate in connection with the conduct of a trade or business within the United States and has
furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI (or applicable successor Form promulgated
by the IRS for the purpose of providing and certifying the information provided on Form W-8ECI as of the Closing Date) or (b)
a Non-U.S. Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized
tax counsel to the effect that the transfer of the Class R Certificate to it is in accordance with the requirements of the Code
and the regulations promulgated thereunder and that such transfer of the Class R Certificate will not be disregarded for federal
income tax purposes.


 


“Disqualified
Organization”: Any of (a) the United States, a State or any political subdivision thereof or any agency or instrumentality
of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and,
except for the Federal Home Mortgage Corporation, a majority of its board of directors is not selected by any such governmental
unit), (b) a foreign government, International Organization (as defined below) or agency or instrumentality of either of the foregoing,
(c) an organization that is exempt from tax imposed by Code Chapter 1 (including the tax imposed by Section 511 of the Code on
unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the
Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (d) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code, or (e) any other Person so designated by the Certificate
Registrar based upon an Opinion of Counsel provided to the Certificate Registrar (which shall be an expense of the Trust) to the
effect that any Transfer to such Person may cause any Trust REMIC to be subject to tax or to fail to qualify as a REMIC at any
time that the Certificates are outstanding. For the purposes of this definition, the terms “United States,” “State”
and “International Organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


“Distribution
Accounts”: Collectively, the Upper-Tier Distribution Account, the Lower-Tier Distribution Account and the Excess Interest
Distribution Account, each of which may be sub-accounts of a single Eligible Account.


 


“Distribution
Date”: For each Determination Date, the 4th Business Day following such Determination Date in each calendar month, commencing
in August 2018. The first Distribution Date shall be August 17, 2018.


 


“Distribution
Date Statement”: As defined in Section 4.02(a) of this Agreement.


 


“Do
Not Hire List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, Special Servicer,
the Certificate Administrator, Trustee or Operating Advisor, the Asset Representations Reviewer, which lists certain parties identified
by the Depositor as having failed to comply (after any applicable cure period) with their respective


 






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obligations under Article
X of this Agreement or as having failed to comply (after any applicable cure period) with any similar Regulation AB reporting
requirements under any other securitization transaction.


 


“Due
Date”: With respect to (i) any Mortgage Loan or Serviced Whole Loan on or prior to its Maturity Date, the day of the
month set forth in the related Mortgage Note on which each Periodic Payment thereon is scheduled to be first due and (ii) any
Mortgage Loan or Serviced Whole Loan after the Maturity Date therefor or any REO Loan, the day of the month set forth in the related
Mortgage Note on which each Periodic Payment on such Mortgage Loan or Serviced Whole Loan had been scheduled to be first due.


 


“Early
Termination Notice Date”: Any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining
in the Trust is less than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off
Date or (ii) if any of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan or Marina Heights State Farm Mortgage
Loan is an asset of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal
Balance of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan,
that remain outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the
Cut-off Date by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated
Pool Balance of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable
at the percentage threshold specified in clause (ii) above earlier than the Distribution Date in July 2028.


 


“EDGAR
Compatible Format”: (a) With respect to the Initial Schedule AL File, Initial Schedule AL Additional File, CREFC®
Schedule AL File, the Schedule AL Additional File and any other information required pursuant to Item 1111(h) of Regulation
AB, XML Format or such other format as mutually agreed to between the Depositor, Certificate Administrator and the Master Servicer
and (b) with respect to any other document or information, any format compatible with EDGAR, including, without limitation, HTML,
Word, Excel or clean and searchable PDFs.


 


“Eligible
Account”: Any of:


 


(i)           an
account or accounts maintained with a depository institution or trust company (A) the short-term unsecured debt obligations, deposits
or commercial paper of which are rated at least “F1” by Fitch and “R-1 (middle)” by DBRS (or, if not rated
by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include S&P and Fitch), in the case of accounts
in which funds are held for 30 days or less or in the case of accounts in which funds are held for more than 30 days, the long-term
unsecured debt obligations or deposits of which are rated at least “A” by Fitch and “A” by DBRS (or, if
not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include S&P and Fitch), and (B) the
long-term unsecured debt obligations or deposits of which are rated at least “BBB+” by S&P, if the deposits are
to be held in such account for thirty (30) days or more, and the short-term unsecured debt obligations or deposits of which are
rated at least “A-1” by S&P (or “A-2” by S&P so long as the long-term unsecured debt


 






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obligations
or deposits of such depository institution or trust company are rated no less than “BBB” by S&P), if the deposits
are to be held in such account for less than thirty (30) days),


 


(ii)           an
account or accounts maintained with Wells Fargo Bank, National Association so long as such depository’s long-term unsecured
debt or deposit accounts are rated at least “BBB” from S&P, “A” from Fitch and “A” by
DBRS (if rated by DBRS, or if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include S&P
and Fitch) (if the deposits are to be held in the account for more than thirty (30) days) or Wells Fargo Bank, National Association’s
short-term deposit or short-term unsecured debt rating shall be at least “A-1” from S&P (or “A-2”
by S&P so long as the long-term unsecured debt obligations of such depository institution or trust company are rated no less
than “BBB” by S&P), “F2” from Fitch (if the deposits are to be held in the account for thirty (30)
days or less) and “R-1 (middle)” by DBRS (if rated by DBRS or, if not rated by DBRS, an equivalent (or higher) rating
by any two other NRSROs (which may include Moody’s and Fitch)) (if the deposits are to be held in the account for 30 days
or less),


 


(iii)           a
segregated trust account or accounts maintained with the trust department of a federal or state chartered depository institution
or trust company acting in its fiduciary capacity which institution or trust company has a combined capital and surplus of at
least $50,000,000 and is subject to supervision or examination by federal or state authority and to regulations regarding fiduciary
funds on deposit similar to Title 12 of the Code of Federal Regulations, Section 9.10(b) and the long-term unsecured debt obligations
of which are rated at least “A2” by Moody’s,


 


(iv)           such
other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable
clause, would be listed in clauses (i)-(iii) above, with respect to which a Rating Agency Confirmation has been obtained from
each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account,
or


 


(v)           any
other account as to which the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer, as applicable,
receives a Rating Agency Confirmation from each Rating Agency, which may be an account maintained by or with the Certificate Administrator,
the Trustee, the Master Servicer or the Special Servicer.


 


Eligible
Accounts may bear interest.


 


“Eligible
Asset Representations Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of Moody’s, S&P, Fitch, DBRS, KBRA or Morningstar and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which Moody’s, S&P, Fitch, DBRS,
KBRA or Morningstar has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such
transaction citing servicing or other relevant concerns with the special servicer, operating advisor or asset representations
reviewer, as applicable, as the sole or material factor in such rating action, (b) can and will make the representations and warranties
of the Asset Representations Reviewer set forth in Section 2.04(g), (c) is not (and is not affiliated (including Risk Retention
Affiliated) with) any


 






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Sponsor, any Mortgage Loan Seller, any Originator, the Master Servicer, the Special Servicer, the Depositor,
the Third-Party Purchaser, the Certificate Administrator, the Trustee, the Directing Holder or any of their respective affiliates
(including the Risk Retention Affiliates), (d) has not performed (and is not affiliated with any party hired to perform) any due
diligence, loan underwriting, brokerage, borrower advisory or similar services with respect to any Mortgage Loan or any related
Companion Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter, any party
to this Agreement or the Directing Holder or any of their respective Affiliates, or have been paid any fees, compensation or other
remuneration by any of them in connection with any such services, and (e) does not directly or indirectly, through one or more
Affiliates or otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed
by a Companion Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates,
other than in fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable) and except as otherwise
set forth in Section 11.04.


 


“Eligible
Investor”: Any of (i) a Qualified Institutional Buyer that is purchasing for its own account or for the account of a
Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A
or (ii) (except with respect to the Class R Certificates) an Institutional Accredited Investor.


 


“Eligible
Operating Advisor”: An institution (i) that is the special servicer or operating advisor on a commercial mortgage-backed
securities transaction rated by the Rating Agencies (including, in the case of Park Bridge Lender Services LLC, this transaction)
but has not been special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded
or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with
the special servicer or operating advisor as the sole or material factor in such rating action, (ii) that can and will make the
representations and warranties set forth in Section 2.04(f) of this Agreement, (iii) that is not (and is not affiliated
(including Risk Retention Affiliated) with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the
Special Servicer, a Mortgage Loan Seller, any Borrower Party, the Third-Party Purchaser, the Directing Holder, an Other Depositor,
Other Trustee, Other Servicer or Other Special Servicer, or an Affiliate of the Depositor, the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Directing Holder or an Other Depositor, Other Trustee,
Other Servicer or Other Special Servicer, or any of their respective Affiliates (including Risk Retention Affiliates), (iv) that
has not been paid by the Special Servicer or successor Special Servicer any fees, compensation or other remuneration (x) in respect
of its obligations hereunder or (y) for the appointment or recommendation for replacement of a successor Special Servicer to become
the Special Servicer, (v) that (x) has been regularly engaged in the business of analyzing and advising clients in commercial
mortgage-backed securities matters and has at least five years of experience in collateral analysis and loss projections, and
(y) has at least five years of experience in commercial real estate asset management and experience in the workout and management
of distressed commercial real estate assets, and (vi) that does not directly or indirectly, through one or more affiliates or
otherwise, own or have derivative exposure in any interest in any certificates, any Mortgage Loans, any Companion Loan or any
securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to


 






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which this
Agreement relates, other than in fees from its role as Operating Advisor and Asset Representations Reviewer (to the extent it
also acts as the Asset Representations Reviewer).


 


“Enforcing
Party”: The Person obligated to or that elects pursuant to the terms of this Agreement to enforce the rights of the
issuing entity against the related Mortgage Loan Seller with respect to the Repurchase Request.


 


“Enforcing
Servicer”: (a) With respect to a Specially Serviced Loan, the Special Servicer, and (b) with respect to a Performing
Loan, (i) in the case of a Repurchase Request made by the Special Servicer, the Directing Holder or a Controlling Class Certificateholder,
the Master Servicer, and (ii) in the case of a Repurchase Request made by any person other than the Special Servicer, the Directing
Holder or a Controlling Class Certificateholder, (A) prior to a Resolution Failure relating to such Performing Loan, the Master
Servicer, and (B) from and after a Resolution Failure relating to such Performing Loan, the Special Servicer.


 


“Environmental
Insurance Policy”: With respect to any Mortgaged Property or Serviced REO Property, any insurance policy covering pollution
conditions and/or other environmental conditions that is maintained from time to time in respect of such Mortgaged Property or
Serviced REO Property, as the case may be, for the benefit of, among others, the Trustee on behalf of the Certificateholders.


 


“Environmental
Report”: The environmental audit report or reports with respect to each Mortgaged Property delivered to the Mortgage
Loan Sellers in connection with the related Mortgage Loan.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as it may be amended from time to time.


 


“ERISA
Plan”: As defined in Section 5.02(k) of this Agreement.


 


“Escrow
Account”: As defined in Section 3.04(b) of this Agreement. Any Escrow Account may be a sub-account of the related
Cash Collateral Account.


 


“Escrow
Payment”: Any payment made by any Borrower to the Master Servicer pursuant to the related Mortgage, Cash Collateral
Account Agreement, Lock-Box Agreement, Loan Agreement or other Loan Document for the account of such Borrower for application
toward the payment of taxes, insurance premiums, assessments, environmental remediation and similar items in respect of the related
Mortgaged Property or related to the satisfaction of closing conditions for the related Mortgage Loan.


 


“Euroclear”:
Euroclear Bank, as operator of the Euroclear System and its successors in interest.


 


“Excess
Interest”: With respect to any ARD Loan, interest collected from the related Borrower at the Revised Rate in respect
of such ARD Loan in excess of the interest accrued at the Initial Rate, plus any related interest accrued on such amounts,
to the extent permitted by applicable law and the related Mortgage Loan documents.


 






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“Excess
Interest Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that
are designated as evidencing an interest in the Excess Interest. The Class S Certificates shall be the only Class of Excess Interest
Certificates issued under this Agreement.


 


“Excess
Interest Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained
by the Certificate Administrator pursuant to Section 3.05(k), which shall be entitled “Wells Fargo Bank, National
Association, as Certificate Administrator, for the benefit of the holders of Benchmark 2018-B4 Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2018-B4 – Excess Interest Distribution Account,” and which must be an Eligible Account
or a sub-account of an Eligible Account. The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but
rather shall be an asset of the Grantor Trust.


 


“Excess
Prepayment Interest Shortfall”: With respect to any Distribution Date, the aggregate amount, if any, by which the Prepayment
Interest Shortfalls with respect to all Principal Prepayments received with respect to the Mortgage Loans and Companion Loans
during the related prepayment period exceed the Compensating Interest Payment.


 


“Excess
Rate”: With respect to each of the Mortgage Loans indicated on the Mortgage Loan Schedule as having a Revised Rate,
the excess of (i) the applicable Revised Rate over (ii) the applicable Mortgage Rate, each as set forth in the Mortgage Loan Schedule.


 


“Excess
Servicing Fee Rate”: With respect to each Mortgage Loan and any related Serviced Companion Loan (and any successor REO
Loan with respect thereto), a rate per annum equal to 0%.


 


“Excess
Servicing Fee Right”: With respect to each Mortgage Loan and any related Serviced Companion Loan (and any successor
REO Loan with respect thereto), the right to receive Excess Servicing Fees. In the absence of any transfer of the Excess Servicing
Fee Right, the Master Servicer shall be the owner of such Excess Servicing Fee Right.


 


“Excess
Servicing Fees”: With respect to each Mortgage Loan and any related Serviced Companion Loan (and any successor REO Loan
with respect thereto), that portion of the Servicing Fee that accrues at a per annum rate equal to the Excess Servicing Fee Rate.


 


“Exchange
Act”: The Securities Exchange Act of 1934, as amended and the rules and regulations thereunder.


 


“Excluded
Controlling Class Holder”: With respect to any Excluded Controlling Class Mortgage Loan, the Directing Holder or any
Controlling Class Certificateholder, as applicable, in either case that is a Borrower Party with respect to such Excluded Controlling
Class Mortgage Loan. Immediately upon obtaining actual knowledge of any such party becoming an “Excluded Controlling Class
Holder”, the Directing Holder or Controlling Class Certificateholder, as applicable, shall provide notice in the form of
Exhibit L-1E hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate
Administrator, which such notice shall be physically delivered in accordance with Section 11.05 of this Agreement and shall
specifically identify the Excluded Controlling Class Holder and the


 






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subject Excluded Controlling Class Mortgage Loan. Additionally,
any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit
L-1F hereto, which such notice shall provide each of the CTSLink User ID’s associated with such Excluded Controlling
Class Holder, and which such notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s
access to the Certificate Administrator’s Website as provided in this Agreement. As of the Closing Date, there are no Excluded
Controlling Class Holders related to the Trust.


 


“Excluded
Controlling Class Mortgage Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination,
the Directing Holder or any Controlling Class Certificateholder is a Borrower Party. As of the Closing Date, there are no Excluded
Controlling Class Mortgage Loans related to the Trust.


 


“Excluded
Information”: With respect to any Excluded Controlling Class Mortgage Loan, any information and reports solely relating
to such Excluded Controlling Class Mortgage Loan(s) and/or the related Mortgaged Properties that is segregated on the Certificate
Administrator’s Website, including, without limitation, any Asset Status Reports, Final Asset Status Reports or summaries
thereof, or any appraisals, inspection reports (related to Specially Serviced Loans conducted by the Special Servicer or the Excluded
Special Servicer), recoverability officer’s certificates, the Operating Advisor Annual Reports, any determination of the
Special Servicer’s net present value calculation, any appraisal reduction amount calculations, environmental assessments,
seismic reports and property condition reports and such other information and reports designated as Excluded Information (other
than such information with respect to such Excluded Controlling Class Mortgage Loan(s) that is aggregated with information of
other Mortgage Loans at a pool level) by the Master Servicer, the Special Servicer and the Operating Advisor, as the case may
be. For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other
than the CREFC® Special Servicer Loan File relating to any Excluded Controlling Class Mortgage Loan) and any Schedule AL Additional
File shall not be considered “Excluded Information”. Any Excluded Information to be delivered to the Certificate Administrator
by the Master Servicer, the Special Servicer or the Operating Advisor shall be delivered in accordance with Section 3.32
hereof. For the avoidance of doubt, the Certificate Administrator’s obligation to segregate any information delivered to
it under the “Excluded Information” tab on the Certificate Administrator’s Website shall be triggered solely
by such information being delivered in the manner provided in Section 3.31(d) hereof.


 


“Excluded
Loan”: With respect to the Directing Holder, any Mortgage Loan or Whole Loan with respect to which, as of the applicable
date of determination, the Directing Holder or the holder of the majority of the Controlling Class is a Borrower Party. For the
avoidance of doubt, any Excluded Loan as to either the Directing Holder or any Majority Controlling Class Certificateholder is
also an Excluded Controlling Class Mortgage Loan. As of the Closing Date, there are no Excluded Loans related to the Trust.


 


“Excluded
Special Servicer”: With respect any Excluded Special Servicer Mortgage Loan, a special servicer that is not a Borrower
Party and satisfies all of the eligibility requirements applicable to the special servicer set forth in this Agreement.


 






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“Excluded
Special Servicer Mortgage Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
with respect to which, as of any date of determination, the Special Servicer has obtained knowledge that it is a Borrower Party.


 


“FDIC”:
The Federal Deposit Insurance Corporation or any successor thereto.


 


“FHLMC”:
The Federal Home Loan Mortgage Corporation, or any successor thereto.


 


“Final
Asset Status Report”: With respect to any Specially Serviced Loan, the initial Asset Status Report (together with such
other data or supporting information provided by the Special Servicer to the Directing Holder that does not include any communication
(other than the related Asset Status Report) between the Special Servicer and the Directing Holder with respect to such Specially
Serviced Loan) required to be delivered by the Special Servicer by the Initial Delivery Date or any Subsequent Asset Status Report,
in each case, in the form fully approved or deemed approved, if applicable, by the Directing Holder pursuant to the Directing
Holder Asset Status Report Review Process or following completion of the ASR Consultation Process, as applicable. For the avoidance
of doubt, the Special Servicer may issue more than one Final Asset Status Report with respect to any Specially Serviced Loan in
in accordance with the procedures described in Section 3.23(e). Each Final Asset Status Report will be labeled or otherwise
identified or communicated as being final by the applicable Special Servicer.


 


“Final
Dispute Resolution Election Notice”: As defined in Section 2.03(k)(iii).


 


“Final
Recovery Determination”: With respect to any Specially Serviced Loan, Serviced REO Loan or any Mortgage Loan subject
to repurchase by the related Mortgage Loan Seller pursuant to Section 2.03(e) of this Agreement, or in the case of a Whole
Loan, subject to a purchase pursuant to the applicable Intercreditor Agreement, or any Mortgage Loan or Whole Loan subject to
purchase pursuant to any related mezzanine intercreditor agreement, the recovery of all Insurance Proceeds, Liquidation Proceeds,
the related Purchase Price and other payments or recoveries (including proceeds of the final sale of any Serviced REO Property)
which the Master Servicer (or in the case of a Specially Serviced Loan or Serviced REO Loan, the Special Servicer), in its reasonable
judgment, and, if no Consultation Termination Event has occurred and is continuing, in consultation with the Directing Holder,
as evidenced by a certificate of a Servicing Officer delivered to the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Custodian (and the Master Servicer, if the certificate is from the Special Servicer),
expects to be finally recoverable. If no Control Termination Event has occurred and is continuing, the Directing Holder shall
have ten (10) Business Days to review and approve each such recovery determination; provided that if the Directing Holder
fails to approve or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination,
such consent shall be deemed given. The Master Servicer shall maintain records, prepared by a Servicing Officer, of each Final
Recovery Determination until the earlier of (i) its termination as the Master Servicer hereunder and the transfer of such records
to a successor servicer and (ii) five years following the termination of the Trust Fund.


 


“Financial
Market Publisher”: BlackRock Financial Management, Inc., Moody’s Analytics, Bloomberg Financial Markets, L.P.,
RealInsight, CMBS.com, Inc., Trepp, LLC, Intex


 






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Solutions, Inc., Interactive Data Corporation, Markit LLC and Thomson Reuters Corporation
or any successor entities thereof.


 


“Fitch”:
Fitch Ratings, Inc. or its successor in interest. If neither such rating agency nor any successor remains in existence, “Fitch”
shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the other parties hereto, and specific ratings of Fitch herein
referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“FNMA”:
The Federal National Mortgage Association or any successor thereto.


 


“Form
8-K”: A current report on Form 8-K under the Exchange Act or such successor form as the Commission may specify from
time to time.


 


“Form
8-K Disclosure Information”: As defined in Section 10.09 of this Agreement.


 


“GACC”:
German American Capital Corporation, in its capacity as a Mortgage Loan Seller, and its successors in interest.


 


“GACC
Indemnification Agreement”: The agreement dated as of the Pricing Date, between GACC, the Depositor, the Underwriters
and the Initial Purchasers.


 


“GACC
Mortgage Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the GACC Purchase Agreement.


 


“GACC
Purchase Agreement”: The Mortgage Loan Purchase Agreement dated and effective the Pricing Date, between GACC and the
Depositor.


 


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (and with respect to any Non-Serviced Mortgage Loan only the pro rata
share of such proceeds allocated to the Trust pursuant to the terms of the related Intercreditor Agreement) or Serviced Companion
Loan, the excess of (i) Net Liquidation Proceeds of such Mortgage Loan, Serviced Companion Loan or related Serviced REO Property,
over (ii) the amount that would have been received if a principal payment and all other amounts due in full had been made with
respect to such Mortgage Loan or Serviced Companion Loan on the Due Date immediately following the date on which such proceeds
were received.


 


“Gain-on-Sale
Reserve Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate
Administrator pursuant to Section 3.05(i) of this Agreement for the Certificateholders and, in the case of a Serviced Companion
Loan, the Serviced Companion Loan Noteholders, which shall be entitled “Wells Fargo Bank, National Association, as Certificate
Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of Benchmark
2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4 and, if applicable, Serviced Companion Loan
Noteholders, Gain-on-Sale Reserve Account.” The Gain-


 






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on-Sale Reserve Account must be an Eligible Account or a sub-account
of an Eligible Account and will be an asset of the Lower-Tier REMIC.


 


“General
Special Servicer”: As defined in Section 3.22(h) of this Agreement.


 


“Global
Certificates”: Each of the Publicly Offered Global Certificates, Regulation S Global Certificates or Rule 144A Global
Certificates if and so long as such class of Certificates is registered in the name of a nominee of the Depository.


 


“Grantor
Trust”: A segregated asset pool within the Trust Fund, which at all times shall be classified as a trust, the beneficial
owners of which are treated as the owners of the assets in the pool under the Grantor Trust Provisions, and beneficial ownership
of which is represented by the Grantor Trust Certificates. The Grantor Trust consists of the Class S Specific Grantor Trust Assets
and the Excess Interest Distribution Account.


 


“Grantor
Trust Certificates”: The Class S Certificates.


 


“Grantor
Trust Provisions”: Subpart E of part I of subchapter J of the Code and Treasury Regulations Section 301.7701-4(c).


 


“Hazardous
Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation,
those so identified pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601
et seq., or any other environmental laws now existing, and specifically including, without limitation, asbestos and asbestos-containing
materials, polychlorinated biphenyls (“PCBs”), radon gas, petroleum and petroleum products, urea formaldehyde
and any substances classified as being “in inventory,” “usable work in process” or similar classification
which would, if classified as unusable, be included in the foregoing definition.


 


“Holder”:
With respect to any Certificate, a Certificateholder; with respect to any Lower-Tier Regular Interest, the Trustee.


 


“HRR
Certificate”: Individually and collectively the Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates.


 


“Indemnification
Agreements”: Each of the GACC Indemnification Agreement, JPMCB Indemnification Agreement and CREFI Indemnification Agreement.


 


“Indemnified
Party”: As defined in Section 8.05(d), Section 8.05(g) or Section 8.05(h), as applicable, of this
Agreement, as the context requires.


 


“Indemnifying
Party”: As defined in Section 8.05(d), Section 8.05(g) or Section 8.05(h), as applicable, of this
Agreement, as the context requires.


 


“Independent”:
When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any material
indirect financial interest, in any of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, any Directing Holder, any Borrower or Manager or any Affiliate thereof, and (ii) is not


 






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connected with any such Person
thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the applicable
Trust REMIC within the meaning of Section 856(d)(3) of the Code if such Trust REMIC were a real estate investment trust (except
that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly,
35% or more of any Class or 35% or more of the aggregate value of all Classes of Certificates), provided that such Trust
REMIC does not receive or derive any income from such Person and the relationship between such Person and such Trust REMIC is
at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except neither the Master Servicer
nor the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless an
Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) addressed to the Master Servicer
or the Special Servicer, as applicable, the Certificate Administrator and the Trustee has been delivered to the Certificate Administrator
to that effect) or (ii) any other Person (including the Master Servicer and the Special Servicer) if the Master Servicer or the
Special Servicer, as applicable, on behalf of itself, the Certificate Administrator and the Trustee has received an Opinion of
Counsel (at the expense of the party seeking to be deemed an Independent Contractor) to the effect that the taking of any action
in respect of any Serviced REO Property by such Person, subject to any conditions therein specified, that is otherwise herein
contemplated to be taken by an Independent Contractor will not cause such Serviced REO Property to cease to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for
purposes of Section 860D(a) of the Code) or cause any income realized in respect of such Serviced REO Property to fail to qualify
as Rents from Real Property (provided that such income would otherwise so qualify).


 


“Individual
Certificate”: Any Certificate in definitive, fully registered physical form without interest coupons.


 


“Initial
Delivery Date”: As defined in Section 3.23(e).


 


“Initial
Purchasers”: Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Citigroup Global Markets Inc. and their respective
successors in interest.


 


“Initial
Rate”: The stated Mortgage Rate with respect to an ARD Loan as of the Cut-off Date.


 


“Initial
Requesting Certificateholder”: The first Certificateholder or Certificate Owner to deliver a Repurchase Request as described
in Section 2.03(k) with respect to a Mortgage Loan. For the avoidance of doubt, there may not be more than one Initial
Requesting Certificateholder with respect to any Mortgage Loan.


 


“Initial
Resolution Period”: As defined in Section 2.03(e) of this Agreement.


 


“Initial
Schedule AL Additional File”: The data file containing additional information or schedules regarding data points in
the Initial Schedule AL File and filed as


 






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Exhibit 103 to the Form ABS-EE or, if applicable, Form ABS-EE/A incorporated by reference
in the Prospectus.


 


“Initial
Schedule AL File”: The data file prepared by, or on behalf of, the Depositor and filed as Exhibit 102 to the Form ABS-EE
or, if applicable, Form ABS-EE/A incorporated by reference in the Prospectus.


 


“Inquiries”:
As defined in Section 4.02(c) of this Agreement.


 


“Institutional
Accredited Investor”: An institution that is an “accredited investor” within the meaning of Rule 501(a)(l),
(2), (3) or (7) under the Act.


 


“Insurance
Proceeds”: Proceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to a Mortgage
Loan or Serviced Whole Loan (including any amounts paid by the Master Servicer pursuant to Section 3.08 of this Agreement).


 


“Intercreditor
Agreement”: With respect to any Whole Loan, the related intercreditor, co-lender or similar agreement in effect from
time to time by and between (a) the holder of the related Mortgage Loan(s) and the holder of the related Subordinate Companion
Loan(s) relating to the relative rights of such holders or (b) the holders of the related Mortgage Loan and the related Serviced
Pari Passu Companion Loan(s) or Non-Serviced Companion Loan(s) relating to the relative rights of such holders. The intercreditor
or co-lender agreements related to each Whole Loan, shall each be an Intercreditor Agreement.


 


“Interest
Accrual Amount”: With respect to any Distribution Date and any Class of Regular Certificates, an amount equal to interest
for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class on the related Certificate Balance or
Notional Amount, as applicable, outstanding immediately prior to such Distribution Date. Calculations of interest due in respect
of such Classes of Regular Certificates shall be made on the basis of a 360-day year consisting of twelve 30-day months.


 


“Interest
Accrual Period”: With respect to each Class of Regular Certificates, for each Distribution Date, the calendar month
immediately preceding the month in which such Distribution Date occurs.


 


“Interest
Distribution Amount”: With respect to any Distribution Date and with respect to each Class of Regular Certificates,
an amount equal to (A) the sum of (i) the Interest Accrual Amount with respect to such Class for such Distribution Date and (ii)
the Interest Shortfall, if any, with respect to such Class for such Distribution Date, less (B) any Excess Prepayment Interest
Shortfall allocated to such Class on such Distribution Date pursuant to Section 4.01(i).


 


“Interest
Reserve Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate
Administrator pursuant to Section 3.05(e) of this Agreement, which shall be entitled “Wells Fargo Bank, National
Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit
of the Holders of Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4, Interest Reserve
Account” and which must be an


 






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Eligible Account or a sub-account of an Eligible Account. The Interest Reserve Account shall
be an asset of the Lower-Tier REMIC.


 


“Interest
Shortfall”: On any Distribution Date for any Class of Regular Certificates, the amount of interest required to be distributed
to the Holders of such Class pursuant to Section 4.01(b) of this Agreement on such Distribution Date minus the amount of
interest actually distributed to such Holders pursuant to such Section, if any.


 


“Interested
Person”: As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Excluded Special
Servicer, if any, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Directing
Holder, any Companion Loan Noteholder, any Certificateholder, any Borrower, any Mortgage Loan Seller, any holder of a related
mezzanine loan, any Manager, any Independent Contractor engaged by the Special Servicer pursuant to Section 3.15 of this
Agreement, or any Person known to a Servicing Officer of the Special Servicer to be an Affiliate of any of them, and, with respect
to a Whole Loan if it is a Defaulted Loan, the depositor, the master servicer, the special servicer (or any independent contractor
engaged by such special servicer), or the trustee for the securitization of a Companion Loan, and each related Companion Loan
Holder or its representative, any holder of a related mezzanine loan.


 


“Intralinks
Site”: The internet website, which shall initially be “www.intralinks.com”, used by the Depositor and Mortgage
Loan Sellers to accept and upload the Diligence Files.


 


“Investment”:
Any direct or indirect ownership interest in any security, note or other financial instrument related to the Certificates or issued
or executed by a Borrower, a loan directly or indirectly secured by any of the foregoing or a hedging transaction (however structured)
that references or relates to any of the foregoing.


 


“Investment
Account”: As defined in Section 3.07(a) of this Agreement.


 


“Investment
Decisions”: Investment, trading, lending or other financial decisions, strategies or recommendations with respect to
Investments, whether on behalf of the Master Servicer or any Affiliate thereof, any Special Servicer or any Affiliate thereof,
the Operating Advisor or any Affiliate thereof, the Asset Representations Reviewer or any Affiliate thereof, the Certificate Administrator
or any Affiliate thereof, or the Trustee or any Affiliate thereof, as applicable, or any Person on whose behalf the Master Servicer
or any Affiliate thereof, any Special Servicer or any Affiliate thereof, the Operating Advisor or any Affiliate thereof, the Asset
Representations Reviewer or any Affiliate thereof, the Certificate Administrator or any Affiliate thereof, or the Trustee or any
Affiliate thereof, as applicable, has discretion in connection with Investments.


 


“Investment
Representation Letter”: As defined in Section 5.02(c)(i)(A) of this Agreement.


 


“Investor
Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit L-1A, Exhibit
L-1B or Exhibit L-1C to this Agreement or in the form of an electronic certification on the Certificate Administrator’s
Website (which may be


 






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a “click-through confirmation”), representing (i) that such Person executing the certificate
is a Certificateholder or the Directing Holder (in each case, to the extent such Person is not a Certificateholder), a beneficial
owner of a Certificate, a prospective purchaser of a Certificate (or any investment advisor or manager or other representative
of the foregoing), (ii) that either (a) such Person is not a Borrower Party, in which case such Person shall have access to all
the reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder,
or (b) such Person is a Borrower Party in which case (1) if such Person is the Directing Holder or a Controlling Class Certificateholder,
such Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s
Website hereunder other than any Excluded Information as set forth herein, or (2) if such Person is not the Directing Holder or
a Controlling Class Certificateholder, such Person shall only receive access to the Distribution Date Statements prepared by the
Certificate Administrator, (iii) that such Person has received a copy of the final Prospectus and (iv) such Person agrees to keep
any Privileged Information confidential and will not violate any securities laws; provided, however, that any Excluded
Controlling Class Holder (i) shall be permitted to obtain, upon reasonable request in accordance with Section 4.02(b) of
this Agreement any Excluded Information relating to any Excluded Controlling Class Mortgage Loan with respect to which such Excluded
Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling
Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information) from the Master
Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), in
each case, to the extent in the possession of the Master Servicer or Special Servicer, as applicable and (ii) shall be considered
a Privileged Person for all other purposes, except with respect to its ability to obtain information with respect to any related
Excluded Controlling Class Mortgage Loan.


 


“Investor
Q&A Forum”: As defined in Section 4.02(c) of this Agreement.


 


“Investor
Registry”: As defined in Section 4.02(d) of this Agreement.


 


“IO
Group YM Distribution Amount”: As defined in Section 4.01(c) of this Agreement.


 


“IRS”:
The Internal Revenue Service.


 


“Joint
Mortgage Loan”: A Mortgage Loan originated by more than one Mortgage Loan Seller. The Aventura Mall Mortgage Loan is
the only Joint Mortgage Loan related to the Trust.


 


“JPMCB”:
JPMorgan Chase Bank, National Association, in its capacity as a Mortgage Loan Seller, and its successors in interest.


 


“JPMCB
Indemnification Agreement”: The agreement dated as of the Pricing Date, among JPMCB, the Depositor, the Underwriters
and the Initial Purchasers.


 


“JPMCB
Mortgage Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the JPMCB Purchase Agreement.


 






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“JPMCB
Purchase Agreement”: The Mortgage Loan Purchase Agreement dated and effective the Pricing Date, between JPMCB and the
Depositor.


 


“KBRA”:
Kroll Bond Rating Agency, Inc., or its successor in interest. If neither such rating agency nor any successor remains in existence,
“KBRA” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable
Person reasonably designated by the Depositor, notice of which designation shall be given to the other parties hereto, and specific
ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Late
Collections”: With respect to any Mortgage Loan or Serviced Whole Loan, all amounts received thereon during any Collection
Period (or the related grace period), whether as payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or
otherwise, which represent late payments or collections of principal or interest due in respect of such Mortgage Loan or Serviced
Whole Loan (without regard to any acceleration of amounts due thereunder by reason of default) on a Due Date in a previous Collection
Period and not previously recovered. With respect to any REO Loan, all amounts received in connection with the related REO Property
during any Collection Period (including any grace period applicable under the original Mortgage Loan or Serviced Whole Loan),
whether as Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, REO Proceeds or otherwise, which represent late collections
of principal or interest due or deemed due in respect of such REO Loan or the predecessor Mortgage Loan or Serviced Whole Loan
(without regard to any acceleration of amounts due under the predecessor Mortgage Loan or Serviced Whole Loan by reason of default)
on a Due Date in a previous Collection Period and not previously recovered. The term “Late Collections” shall specifically
exclude Penalty Charges.


 


“Legal
Fee Reserve Account”: The account created and maintained by the Certificate Administrator pursuant to Section 3.05(k),
in the name of the “Legal Fee Reserve Account”, into which the amounts set forth in Section 3.05(k) shall be
deposited directly and which must be an Eligible Account.


 


“Liquidation
Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Master
Servicer, the Special Servicer, the Certificate Administrator and the Trustee in connection with the liquidation of any Mortgage
Loan or Serviced Whole Loan or the liquidation of a Serviced REO Property or the sale of any Mortgage Loan or Serviced Whole Loan
pursuant to Section 3.16 or Section 9.01 of this Agreement (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions, and conveyance taxes).


 


“Liquidation
Fee”: A fee payable to the Special Servicer (i) with respect to each Specially Serviced Loan or Serviced REO Loan, (ii)
with respect to each Mortgage Loan repurchased by a Mortgage Loan Seller (except as specified in the following paragraph), or
(iii) with respect to each Defaulted Loan that is a Non-Serviced Mortgage Loan sold by the Special Servicer in accordance with
Section 3.16(b) of this Agreement; provided, however, for clarification, should such Non-Serviced Mortgage
Loan be sold by the Other Special Servicer, then the Liquidation Fee shall be paid to such Other Special Servicer, in each case
as to which the Special Servicer obtains a full, partial or discounted payoff from the related Borrower, a loan purchaser or Mortgage
Loan Seller, as applicable, or any Liquidation Proceeds with respect


 






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thereto (in any case, other than amounts for which a Workout
Fee has been paid, or will be payable), equal to:


 


(a)
the lesser of:


 


(i) the
product of 1.0% (or, if such rate would result in an aggregate liquidation fee of less than $25,000, then such higher rate as
would result in an aggregate liquidation fee equal to $25,000) and the proceeds of such full, partial or discounted payoff or
the Net Liquidation Proceeds related to such liquidated or repurchased Mortgage Loan or Specially Serviced Loan, as the case may
be, in each case exclusive of any portion of such payoff or Net Liquidation Proceeds that represents Penalty Charges;


 


(ii)
$1,000,000; and


 


(iii)
any applicable cap pursuant to Section 3.12(c) of this Agreement.


 


(b) with
respect to any particular liquidation (or partial liquidation), as reduced by the amount of any and all related Offsetting Modification
Fees received by the Special Servicer as additional servicing compensation relating to such Specially Serviced Loan, Serviced
REO Loan or Mortgage Loan.


 


No
Liquidation Fee shall be payable:


 


(a)
with respect to clause (v) of the definition of Liquidation Proceeds;


 


(b)
with respect to (i) any Serviced Whole Loan with a related Subordinate Companion Loan, in connection with the purchase of such
Serviced Whole Loan by the holders of a Subordinate Companion Loan or (ii) any existing mezzanine indebtedness or any mezzanine
indebtedness that may exist on a future date, in connection with the purchase of the related Mortgage Loan by a mezzanine lender,
in each case described in clause (b)(i) or (ii) above, if the purchase of the Mortgage Loan occurred within 90 days after the
first time that such holder’s option to purchase such Mortgage Loan becomes exercisable; provided, that even if the
purchase occurs before such expiration the Liquidation Fee shall be payable to the extent paid by, and collected from, the related
Borrower or the related mezzanine lender;


 


(c)
the purchase of the related Mortgage Loan by the related Companion Loan Noteholder pursuant to the related Intercreditor Agreement
within 90 days after the first time that such Companion Loan Noteholder’s option to purchase such Mortgage Loan becomes
exercisable;


 


(d)
in the case of a repurchase or replacement of a Mortgage Loan (other than an REO Loan) by the applicable Mortgage Loan Seller
pursuant to the related Mortgage Loan Purchase Agreement, if the applicable Mortgage Loan Seller repurchases or replaces such
Mortgage Loan within the Initial Resolution Period (and giving effect to any applicable Resolution Extension Period);


 


(e)
with respect to any Serviced Companion Loan that is the subject of an Other Securitization, to the Special Servicer under this
Agreement in connection with (A) a repurchase


 






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or replacement of such Serviced Companion Loan by the applicable Mortgage Loan Seller
due to a breach of a representation or warranty or a document defect under the related mortgage loan purchase agreement related
to the Other Pooling and Servicing Agreement prior to the expiration of the cure period (including any applicable extension thereof)
set forth therein or (B) a purchase of the Serviced Companion Loan pursuant to a clean-up call or similar liquidation under the
related Other Pooling and Servicing Agreement;


 


(f)
in connection with the purchase of any Defaulted Loan by the Special Servicer, the Directing Holder or their respective Affiliates
(except in the case of the Directing Holder (or its affiliate), if such purchase occurs more than 90 days after the transfer of
the Defaulted Loan to special servicing);


 


(g)
in connection with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of
Value Payment within the Initial Resolution Period (and giving effect to any applicable extension period beyond the end of the
Initial Resolution Period set forth in Section 2.03(e) of this Agreement); provided that, with respect to a Serviced
Companion Loan and any related Loss of Value Payment made after such Initial Resolution Period and any such extension period,
a Liquidation Fee shall only be payable to the Special Servicer to the extent that (i) the Special Servicer is enforcing the related
Mortgage Loan Seller’s obligations under the applicable Mortgage Loan Purchase Agreement with respect to such Serviced Companion
Loan and (ii) the related Liquidation Fee is not otherwise required to be paid to the Other Special Servicer relating to such
Serviced Companion Loan or otherwise prohibited from being paid to the Special Servicer (in each case, under the related Other
Pooling and Servicing Agreement); and


 


(h)
if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (a) of
the definition of “Specially Serviced Loan” as a result of a payment default at maturity and the related Liquidation
Proceeds are received within 3 months following the related maturity date as a result of the related Mortgage Loan or Serviced
Whole Loan being refinanced or otherwise repaid in full (provided that the Special Servicer may collect from the related borrower
and retain (x) a liquidation fee, (y) such other fees as are provided for in the related Loan Documents and (z) other appropriate
fees in connection with such liquidation).


 


“Liquidation
Proceeds”: Cash amounts (other than Insurance Proceeds and Condemnation Proceeds and REO Proceeds) received by or paid
to the Master Servicer or the Special Servicer in connection with: (i) the liquidation of a Mortgaged Property or other collateral
constituting security for a Defaulted Loan, through trustee’s sale, foreclosure sale, disposition of REO Property or otherwise,
exclusive of any portion thereof required to be released to the related Borrower in accordance with applicable law and the terms
and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a
Borrower; (iii) the sale of a Defaulted Loan; (iv) the repurchase of a Mortgage Loan (or related REO Loan) by the applicable Mortgage
Loan Seller pursuant to the related Mortgage Loan Purchase Agreement; (v) the purchase of all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan by the Sole Certificateholder, the Certificateholder owning a majority of the Percentage
Interests in the Controlling Class, the Special Servicer or the Master Servicer pursuant to Section 9.01 of this Agreement;
(vi) with respect to any existing mezzanine indebtedness or any mezzanine indebtedness that may exist on a future date, the


 






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purchase
of the related Mortgage Loan by a mezzanine lender; (vii) in the case of a Mortgage Loan that is part of a Whole Loan, the purchase
of such Mortgage Loan by a related Companion Loan Noteholder, or the applicable designee, as applicable, pursuant to the related
Intercreditor Agreement; or (viii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection
Account in accordance with Section 3.06(e) of this Agreement (provided that, for the purpose of determining the
amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full
amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation
Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller). With respect
to the Mortgaged Property or Mortgaged Properties securing any Non-Serviced Mortgage Loan or Non-Serviced Companion Loan, only
the portion of such amounts payable to the holder of the related Non-Serviced Mortgage Loan will be included in Liquidation Proceeds.


 


“Loan
Agreement”: With respect to any Mortgage Loan or Serviced Whole Loan, the loan agreement, if any, between the related
Originator and the Borrower, pursuant to which such Mortgage Loan was made.


 


“Loan
Documents”: With respect to any Mortgage Loan or Serviced Whole Loan, the documents executed or delivered in connection
with the origination or any subsequent modification of such Mortgage Loan or Serviced Whole Loan or subsequently added to the
related Mortgage File.


 


“Loan
Number”: With respect to any Mortgage Loan, the loan number by which such Mortgage Loan was identified on the books
and records of the Depositor or any sub-servicer for the Depositor, as set forth in the Mortgage Loan Schedule.


 


“Loan-Specific
Directing Holder”: With respect to a Servicing Shift Whole Loan, the “controlling holder”, the “directing
holder”, “directing lender” or any analogous concept set forth under the related Intercreditor Agreement. Prior
to the applicable Servicing Shift Securitization Date, the “directing holder” with respect to the related Servicing
Shift Whole Loan will be the holder of the related Controlling Companion Loan. On and after the applicable Servicing Shift Securitization
Date, there will be no Loan-Specific Directing Holder under the Pooling and Servicing Agreement with respect to the related Servicing
Shift Whole Loan.


 


“Lock-Box
Account”: With respect to any Mortgaged Property, if applicable, any account created pursuant to the related Loan Documents
to receive revenues therefrom. Any Lock-Box Account shall be beneficially owned for federal income tax purposes by the Person
who is entitled to receive the reinvestment income or gain thereon in accordance with the terms and provisions of the related
Mortgage Loan or Serviced Whole Loan and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment
income or gain thereon. The Master Servicer shall be permitted to make withdrawals therefrom for deposit into the related Cash
Collateral Accounts in accordance with the terms of the related Mortgage Loan or Serviced Whole Loan.


 


“Lock-Box
Agreement”: With respect to any Mortgage Loan or Serviced Whole Loan, the lock-box agreement, if any, between the related
Originator and the Borrower, pursuant to which the related Lock-Box Account, if any, may have been established.


 






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“Loss
of Value Payment”: As defined in Section 2.03(e) of this Agreement.


 


“Loss
of Value Reserve Fund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h))
designated as such pursuant to Section 3.05(d) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust
Fund but not part of the Grantor Trust or any Trust REMIC.


 


“Lower-Tier
Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the
Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which shall be entitled “Wells Fargo Bank,
National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for
the benefit of the Holders of Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4,
Lower-Tier Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Lower-Tier
Distribution Account shall be an asset of the Lower-Tier REMIC.


 


“Lower-Tier
Distribution Amount”: As defined in Section 4.01(a).


 


“Lower-Tier
Principal Balance”: With respect to any Class of Lower-Tier Regular Interests, initially will equal the original principal
balance set forth in the Preliminary Statement herein, and from time to time will equal such amount reduced by the amount of distributions
of the Lower-Tier Distribution Amount allocable to principal and Realized Losses allocable thereto in all prior periods as described
in Section 4.01(f) of this Agreement, such that at all times the Lower-Tier Principal Balance of a Lower-Tier Regular Interest
shall equal the Certificate Balance of the Corresponding Certificates.


 


“Lower-Tier
Regular Interests”: The Class LA-1 Interest, Class LA-2 Interest, Class LA-3 Interest, Class LA-SB Interest, Class LA-4
Interest, Class LA-5 Interest, Class LA-M Interest, Class LB Interest, Class LC Interest, Class LD Interest, Class LERR Interest,
Class LFRR Interest, Class LGRR and Class LHRR Interest issued by the Lower-Tier REMIC and held by the Trustee as assets of the
Upper-Tier REMIC. Each Lower-Tier Regular Interest (i) is designated as a “regular interest” in the Lower-Tier REMIC,
(ii) relates to its Corresponding Certificates and, if applicable, Corresponding Component, (iii) is uncertificated, (iv) has
an initial Lower-Tier Principal Balance as set forth in the Preliminary Statement herein, (v) has a Pass-Through Rate equal to
the WAC Rate, (vi) has a “latest possible maturity date,” within the meaning of Treasury Regulations Section 1.860G-1(a),
that is the Rated Final Distribution Date and (vii) is entitled to the distributions in the amounts and at the times specified
in Section 4.01(a) of this Agreement.


 


“Lower-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans (exclusive of Excess Interest),
collections thereon, the Trust’s interest in any REO Property acquired in respect thereof, amounts related thereto held
from time to time in the Collection Account and the Lower-Tier Distribution Account, the REO Account (to the extent of the Trust
Fund’s interest therein), related amounts in the Interest Reserve Account, amounts held from time to time in the Gain-on-Sale
Reserve Account (to the extent of the Trust Fund’s interest therein) in respect thereof and all other property included
in the Trust Fund (other than the Loss-of-Value Reserve Fund) that is not in the Upper-Tier REMIC or the Grantor Trust.


 






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“MAI”:
Member of the Appraisal Institute.


 


“Major
Decision”: Shall mean any of the following with respect to each Serviced Mortgage Loan and Serviced Whole Loan:


 


(a)           (i)
any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Serviced Mortgage
Loan and any related Serviced Companion Loan, (ii) any extension of the Maturity Date of any Serviced Mortgage Loan and any related
Serviced Companion Loan or (iii) any modification, waiver, consent or amendment of a Serviced Mortgage Loan and any related Serviced
Companion Loan in connection with a defeasance if such proposed modification, waiver, consent or amendment is with respect to
a (A) a waiver of a Mortgage Loan event of default (but excluding non-monetary events of default other than defaults relating
to transfers of interest in the Borrower or the existing collateral or material modifications of the existing collateral), (B)
a modification of the type of defeasance collateral required under the Mortgage Loan Documents other than direct, non-callable
obligations of the United States would be permitted or (C) a modification that would permit a principal prepayment instead of
defeasance if the applicable Mortgage Loan Documents do not otherwise permit such principal prepayment;


 


(b)           any
property management company changes for which the lender is required to consent or approve under the Loan Documents with respect
to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan with a Stated Principal Balance greater than
$2,500,000 or franchise changes for which the lender is required to consent or approve under the Loan Documents;


 


(c)           any
determination of an Acceptable Insurance Default;


 


(d)           any
modification, consent to a modification or waiver of any material term of any Intercreditor Agreement or similar agreement related
to a Mortgage Loan, or any action to enforce rights with respect to the Mortgage Loan;


 


(e)           any
sale of a Defaulted Loan (that is not a Non-Serviced Mortgage Loan), an REO Property (in each case, other than in connection with
the termination of the Trust Fund) or a Defaulted Loan that is a Non-Serviced Mortgage Loan that the Special Servicer is permitted
to sell in accordance with the proviso in Section 3.16(b) of this Agreement, in each case for less than the applicable Purchase
Price;


 


(f)            any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;


 


(g)           requests
for property releases or substitutions, other than (i) grants of easements or rights of way that do not materially affect the
use or value of a Mortgaged Property or the Borrower’s ability to make any payments with respect to a Serviced Mortgage
Loan and any related Serviced Companion Loan, (ii) release of non-material parcels of a Mortgaged Property (including, without
limitation, any such releases (A) to


 






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which the related Mortgage Loan Documents expressly require the mortgagee thereunder to make
such releases upon the satisfaction of certain conditions (and the conditions to the release that are set forth in the related
Mortgage Loan Documents do not include the approval of the lender or the exercise of lender discretion (other than confirming
the satisfaction of such conditions to the release set forth in the related Mortgage Loan Documents that do not include any approval
or exercise of lender discretion)) and such release is made as required by the related Mortgage Loan Documents or (B) that are
related to any condemnation action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged
Property), or (iii) the release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral;


 


(h)           any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Serviced Mortgage Loan and
any related Serviced Companion Loan or any consent to such a waiver or consent to a transfer of the Mortgaged Property or direct
or indirect interests in the Borrower (including any interests in any applicable mezzanine borrower) or consent to the incurrence
of additional debt, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under
the related loan agreement;


 


(i)            releases
of any material amount from any escrow accounts, reserve accounts or letters of credit, in each case, held as performance escrows
(or reserves) or earn-out escrows (or reserves), including with respect to certain Mortgage Loans identified on Schedule IX hereto,
other than those required pursuant to the specific terms of the related Serviced Mortgage Loan and any related Serviced Companion
Loan and for which there is no lender discretion;


 


(j)            any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in the related Borrower or guarantor
releasing such Borrower or guarantor from liability under a Serviced Mortgage Loan and any related Serviced Companion Loan other
than pursuant to the specific terms of such Serviced Mortgage Loan and any related Serviced Companion Loan and for which there
is no lender discretion;


 


(k)           any
exercise of a material remedy with respect to a Serviced Mortgage Loan and any related Serviced Companion Loan following a default
or event of default of such Mortgage Loan or Serviced Whole Loan;


 


(l)            any
proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership
of properties securing such of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan as come into
and continue in default;


 


(m)          any
consent to incurrence of additional debt by a Borrower or mezzanine debt by a direct or indirect parent of a Borrower, to the
extent that the mortgagee’s approval is required under the related Mortgage Loan Documents; and


 


(n)           consents
involving leasing activities (to the extent lender approval is required under the related Mortgage Loan Documents) if (1) such
lease involves a ground


 






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lease or lease of an outparcel, (2) such lease affects an area equal to or greater than the lesser of
(i) 30,000 square feet and (ii) 30% of the net rentable area of the related Mortgaged Property, or (3) such transaction is not
a routine leasing matter for a customary lease of space for parking, office, retail, warehouse, industrial and/or manufacturing
purposes;


 


For
the avoidance of doubt, the Master Servicer and the Special Servicer (each in such capacity) shall not make or be obligated to
make any Major Decisions with respect to any Non-Serviced Mortgage Loans and the Directing Holder shall have no consent and/or
consultation rights regarding Major Decisions with respect to any Non-Serviced Mortgage Loans, Servicing Shift Mortgage Loans
and Excluded Loans under this Agreement.


 


With
respect to any Serviced Whole Loan, for so long as the holder of the related Serviced Companion Loan is the “Controlling
Holder”, the “Directing Holder”, “Directing Lender” or any analogous concept under the related Intercreditor
Agreement, then with respect to such Serviced Whole Loan, the term “Major Decision” shall mean “Major Decision”,
“Major Action” or any analogous concept under the related Intercreditor Agreement.


 


“Major
Decision Reporting Package”: As defined in Section 6.07(a).


 


“Management
Agreement”: With respect to any Mortgage Loan or Serviced Whole Loan, the Management Agreement, if any, by and between
the Manager and the related Borrower, or any successor Management Agreement between such parties.


 


“Manager”:
With respect to any Mortgage Loan or Serviced Whole Loan, any property manager for the related Mortgaged Properties.


 


“Master
Servicer”: Wells Fargo Bank, National Association, a national banking association, or its successor in interest, or
any successor master servicer appointed as provided herein.


 


“Master
Servicer Major Decision”: Any Major Decision under clauses (1)(a)(iii)(A), (1)(a)(iii)(B), and (1)(b) through (1)(d)
of the definition of “Major Decision”, but solely with respect to a non-Specially Serviced Loan.


 


“Master
Servicer Proposed Course of Action Notice”: As defined in Section 2.03(k)(iv) of this Agreement.


 


“Master
Servicer Remittance Date”: With respect to any Distribution Date, the Business Day preceding such Distribution Date.


 


“Master
Servicer Servicing Personnel”: The divisions and individuals of the Master Servicer who are involved in the performance
of the duties of the Master Servicer under this Agreement.


 


“Master
Servicer Termination Event”: As defined in Section 7.01(a) of this Agreement.


 






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“Master
Servicer Website”: The internet website maintained by the Master Servicer; initially located at “www.wellsfargo.com/com/comintro”.


 


“Master
Servicing Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount per interest accrual period
related to such Mortgage Loan equal to the product of (i) the respective Master Servicing Fee Rate (adjusted to a monthly rate)
and (ii) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the immediately preceding Collection Period
(without giving effect to payments of principal on such Mortgage Loan on such Due Date). For the avoidance of doubt, with respect
to any Subordinate Companion Loan, no Master Servicing Fee shall accrue or be payable on the principal balance thereof.


 


“Master
Servicing Fee Rate”: With respect to each Mortgage Loan, the rate per annum set forth on Exhibit B to
this Agreement.


 


“Material
Breach”: As defined in Section 2.03(e) of this Agreement.


 


“Material
Defect”: As defined in Section 2.03(e) of this Agreement.


 


“Maturity
Date”: With respect to any Mortgage Loan or Serviced Companion Loan as of any date of determination, the date on which
the last payment of principal is due and payable under the related Mortgage Note, after taking into account all Principal Prepayments
received prior to such date of determination, but without giving effect to (i) any acceleration of the principal of such Mortgage
Loan or Serviced Companion Loan by reason of default thereunder or (ii) any grace period permitted by the related Mortgage Note.


 


“Mediation
Rules”: As defined in Section 2.03(m)(i).


 


“Modification
Fees”: With respect to any Serviced Mortgage Loan or Serviced Companion Loan, any and all fees with respect to a modification,
restructure, extension, waiver or amendment that modifies, restructures, extends, amends or waives any term of the related Loan
Documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer (other than all Assumption
Fees, consent fees, assumption application fees, defeasance fees and fees similar to the foregoing). For the avoidance of doubt,
Special Servicing Fees, Workout Fees and Liquidation Fees due to the Special Servicer in connection with a modification, restructure,
extension, waiver or amendment shall not be considered Modification Fees. For each modification, restructure, extension, waiver
or amendment in connection with the working out of a Specially Serviced Loan, the Modification Fees collected from the related
Borrower shall be subject to a cap of 1.0% of the outstanding principal balance of such Mortgage Loan or Serviced Companion Loan
on the closing date of the related modification, restructure, extension, waiver or amendment (prior to giving effect to such modification,
restructure, extension, waiver or amendment); provided that no aggregate cap shall exist in connection with the amount
of Modification Fees which may be collected from the related Borrower with respect to any Specially Serviced Loan or REO Loan.


 






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“Modified
Mortgage Loan”: Any Specially Serviced Loan which has been modified by the Special Servicer pursuant to Section 3.26
of this Agreement in a manner that:


 


(a)           reduces
or delays the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing current
Periodic Payments with respect to such Mortgage Loan or Serviced Companion Loan), including any reduction in the Periodic Payment;


 


(b)           except
as expressly contemplated by the related Mortgage, results in a release of the lien of the Mortgage on any material portion of
the related Mortgaged Property without a corresponding Principal Prepayment in an amount not less than the fair market value (as
is), as determined by an Appraisal delivered to the Special Servicer (at the expense of the related Borrower and upon which the
Special Servicer may conclusively rely), of the property to be released; or


 


(c)           in
the reasonable good faith judgment of the Special Servicer, otherwise materially impairs the value of the security for such Mortgage
Loan or Serviced Companion Loan or reduces the likelihood of timely payment of amounts due thereon.


 


“Moody’s”:
Moody’s Investors Service, Inc., or its successor in interest. If neither such rating agency nor any successor remains in
existence, “Moody’s” shall be deemed to refer to such other nationally recognized statistical rating agency
or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the other parties
hereto, and specific ratings of Moody’s herein referenced shall be deemed to refer to the equivalent ratings of the party
so designated.


 


“Morningstar”:
Morningstar Credit Ratings, LLC, or any successor in interest. If neither such rating agency nor any successor remains in existence,
“Morningstar” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable
Person reasonably designated by the Depositor, notice of which designation shall be given to the other parties hereto, and specific
ratings of Morningstar herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property
securing a Mortgage Note.


 


“Mortgage
File”: With respect to any Mortgage Loan or Serviced Companion Loan, collectively, the mortgage documents listed in
Section 2.01(a)(i) through Section 2.01(a)(xxi) of this Agreement pertaining to such particular Mortgage Loan or
Serviced Companion Loan and any additional documents required to be added to such Mortgage File pursuant to the express provisions
of this Agreement; provided that whenever the term “Mortgage File” is used to refer to documents actually received
by the Depositor, Trustee, or Custodian, such term shall not be deemed to include such documents and instruments required to be
included therein unless they are actually so received.


 


“Mortgage
Loan”: Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 of this Agreement
and from time to time held in the Trust Fund. The Mortgage Loans originally so transferred, assigned and held are identified on
the Mortgage


 






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Loan Schedule as of the Closing Date. Such term shall include any REO Loan, Specially Serviced Loan or any Mortgage
Loan that has been defeased in whole or in part. Such term shall not include Serviced Companion Loans or Non-Serviced Companion
Loans but shall include Non-Serviced Mortgage Loans.


 


“Mortgage
Loan Purchase Agreements”: Each of the GACC Purchase Agreement, the JPMCB Purchase Agreement and the CREFI Purchase
Agreement.


 


“Mortgage
Loan Schedule”: The list of Mortgage Loans included in the Trust Fund as of the Closing Date being attached as Exhibit
B to this Agreement, which list shall set forth the following information with respect to each Mortgage Loan:


 


(a)           the
Loan Number;


 


(b)           the
Mortgage Loan name;


 


(c)           the
street address (including city, state and zip code) of the related Mortgaged Property;


 


(d)           the
Mortgage Rate in effect as of the Cut-off Date;


 


(e)           the
original principal balance;


 


(f)            the
Stated Principal Balance as of the Cut-off Date;


 


(g)           the
Maturity Date for each Mortgage Loan;


 


(h)           the
Due Date;


 


(i)            the
amount of the Periodic Payment due on the first Due Date following the Cut-off Date (or, in the case of a Mortgage Loan that provides
an initial interest-only period and provides for scheduled amortization payments after the expiration of such interest-only period,
the average of the first 12 monthly payments of principal and interest payable during the amortization period);


 


(j)            the
Servicing Fee Rate;


 


(k)           whether
the Mortgage Loan is an Actual/360 Loan;


 


(l)            whether
any letter of credit is held by the lender as a beneficiary or is assigned as security for such Mortgage Loan;


 


(m)          the
Revised Rate of such Mortgage Loan, if any;


 


(n)           whether
the Mortgage Loan is part of a Whole Loan;


 


(o)           whether
the Mortgage Loan is secured in any part by a leasehold interest; and


 






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(p)           whether
the Mortgage Loan has any related mezzanine debt or other subordinate debt.


 


Such
list may be in the form of more than one list, collectively setting forth all of the information required. A comparable list shall
be prepared with respect to each Serviced Companion Loan.


 


“Mortgage
Loan Seller Sub-Servicer”: A Servicing Function Participant or Sub-Servicer required to be retained by the Master Servicer
by a Mortgage Loan Seller, as listed on Exhibit X to this Agreement, or any successor thereto.


 


“Mortgage
Loan Sellers”: Each of GACC, JPMCB and CREFI.


 


“Mortgage
Note”: With respect to any Mortgage Loan or Serviced Companion Loan as of any date of determination, the note or other
evidence of indebtedness and/or agreements evidencing the indebtedness of a Borrower under such Mortgage Loan or Serviced Companion
Loan including any amendments or modifications, or any renewal or substitution notes, as of such date.


 


“Mortgage
Pool”: All of the Mortgage Loans and any successor REO Loans, collectively. The Mortgage Pool does not include the Companion
Loans or any related REO Loans.


 


“Mortgaged
Property”: The underlying property securing a Mortgage Loan including any REO Property, consisting of a fee simple estate,
and, with respect to certain Mortgage Loans, a leasehold estate or both a leasehold estate and a fee simple estate, or a leasehold
estate in a portion of the property and a fee simple estate in the remainder, in a parcel of land improved by a commercial, multifamily
or manufactured housing community property, together with any personal property, fixtures, leases and other property or rights
pertaining thereto.


 


“Mortgage
Rate”: With respect to each Mortgage Loan or any related Companion Loan, as applicable, and any Interest Accrual Period,
the per annum rate at which interest accrues on such Mortgage Loan or Serviced Companion Loan, as applicable, during such
period (in the absence of a default), as set forth in the related Mortgage Note from time to time, without giving effect to any
Default Rate or any Revised Rate.


 


“Net
Condemnation Proceeds”: Condemnation Proceeds, to the extent such proceeds are not to be applied to the restoration,
preservation or repair of the related Mortgaged Property or released to the Borrower in accordance with the express requirements
of the Loan Documents or other documents included in the Mortgage File or in accordance with the Servicing Standard.


 


“Net
Default Interest”: With respect to any Distribution Date, an amount equal to the sum of (i) the amount of the aggregate
collected Default Interest allocable to the Mortgage Loans received during the preceding Collection Period, minus (ii) any portions
thereof withdrawn from (A) the Collection Account pursuant to Section 3.06(a)(ix) of this Agreement for Advance Interest
Amounts and unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Liquidation Fees and Workout Fees)
incurred on the related Mortgage


 






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Loan during or prior to such Collection Period and (B) each Serviced Whole Loan Collection Account
pursuant to Section 3.06(b)(ix) for Advance Interest Amounts and unreimbursed Additional Trust Fund Expenses incurred on
the related Serviced Whole Loan during or prior to such Collection Period.


 


“Net
Insurance Proceeds”: Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the
related Mortgaged Property or released to the Borrower in accordance with the express requirements of the Loan Documents or other
documents included in the Mortgage File or in accordance with prudent and customary servicing practices.


 


“Net
Liquidation Proceeds”: The Liquidation Proceeds received with respect to any Mortgage Loan or Serviced Whole Loan net
of the amount of (i) Liquidation Expenses incurred with respect thereto and (ii) with respect to proceeds received in connection
with the taking of a Mortgaged Property (or portion thereof) by the power of eminent domain in condemnation, amounts required
to be applied to the restoration or repair of the related Mortgaged Property.


 


“Net
Mortgage Rate”: With respect to any Mortgage Loan and any Distribution Date, the per annum rate equal to the
Mortgage Rate for such Mortgage Loan for the related Interest Accrual Period (without regard to any increase in the interest of
any ARD Loan after the related Anticipated Repayment Date), minus, for any such Mortgage Loan, the related Administrative Cost
Rate. The “Net Mortgage Rate” for purposes of calculating Pass-Through Rates and Withheld Amounts shall be the Net
Mortgage Rate of such Mortgage Loan without taking into account any modification, waiver or amendment of the terms of the related
Mortgage Loan, whether agreed to by the Master Servicer or the Special Servicer or resulting from a bankruptcy, insolvency or
similar proceeding involving the related Borrower.


 


Notwithstanding
the foregoing, if any such Mortgage Loan does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months,
then, solely for purposes of calculating the Pass-Through Rate on the Regular Certificates, the Net Mortgage Rate of such Mortgage
Loan for any Interest Accrual Period will be the annualized rate at which interest would have to accrue in respect of such Mortgage
Loan or Serviced Companion Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate
amount of interest actually accrued in respect of such Mortgage Loan at the related Net Mortgage Rate during such Interest Accrual
Period; provided, however, that with respect to each such Mortgage Loan, the Net Mortgage Rate for the one-month period
(i) prior to the Due Dates in (a) January and February in each year that is not a leap year or (b) February only in each year
that is a leap year (in either case, unless the related Distribution Date is the final Distribution Date) shall be determined
net of any Withheld Amounts from that month and (ii) preceding the Due Date in March (or February if the related Distribution
Date is the final Distribution Date) (commencing in 2019), shall be determined inclusive of the Withheld Amounts, if applicable,
from the immediately preceding February, and, if applicable, January.


 


“Net
Prepayment Interest Excess”: The excess amount, if any, that the aggregate of all Prepayment Interest Excess for all
Mortgage Loans (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loans that the Master Servicer is servicing
exceeds the aggregate of all Compensating Interest Payments for such Mortgage Loans (other than the Non-Serviced Mortgage Loans)
or Serviced Companion Loans as of any related Distribution Date.


 






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“Net
Prepayment Interest Shortfall”: With respect to the Mortgage Loans or Serviced Companion Loans that the Master Servicer
is servicing, the aggregate Prepayment Interest Shortfalls in excess of the Compensating Interest Payments on such Mortgage Loan
or Serviced Companion Loan.


 


“Net
REO Proceeds”: With respect to each Serviced REO Property, REO Proceeds with respect to such REO Property net of any
insurance premiums, taxes, assessments and other costs and expenses permitted to be paid therefrom pursuant to Section 3.15(b)
of this Agreement.


 


“New
Lease”: Any lease of a Serviced REO Property entered into on behalf of the Lower-Tier REMIC if such Trust REMIC has
the right to renegotiate the terms of such lease, including any lease renewed or extended on behalf of such Trust REMIC.


 


“Non-Directing
Holder”: With respect to any Companion Loan, the “Non-Directing Holder”, “Non-Controlling Note Holder”
or any analogous concept under the related Intercreditor Agreement.


 


“Non-Reduced
Certificates”: As of any date of determination, any Class of Principal Balance Certificates then outstanding for which
(a)(1) the initial Certificate Balance of such Class of Certificates minus (2) the sum (without duplication) of (x) the aggregate
payments of principal (whether as principal prepayments or otherwise) distributed to the Holders of such Class of Certificates
as of such date of determination, (y) any Appraisal Reduction Amounts allocated to such Class of Certificates as of such date
of determination and (z) any Realized Losses, as applicable, previously allocated to such Class of Certificates as of such date
of determination, is equal to or greater than (b) 25% of the remainder of (i) the initial Certificate Balance of such Class of
Certificates less (ii) any payments of principal (whether as principal prepayments or otherwise) previously distributed to that
Class of Certificates as of such date of determination.


 


“Non-Serviced
Companion Loan”: Each of the Pari Passu Companion Loans and Subordinate Companion Loans, if any, identified as “Non-Serviced”
under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement.


 


“Non-Serviced
Mortgage Loan”: Each of the Mortgage Loans identified as “Non-Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement.


 


“Non-Serviced
Mortgage Loan Primary Servicing Fee Rate”: The “primary servicing fee rate” or “pari passu primary
servicing rate” (each as defined or set forth in the applicable Other Pooling and Servicing Agreement) and any other servicing
fee rate (other than those payable to the applicable Other Special Servicer) applicable to any Non-Serviced Mortgage Loan. The
Non-Serviced Mortgage Loan Primary Servicing Fee Rate for (A) each Servicing Shift Mortgage Loan will be such amount as set forth
in the related Other Pooling and Servicing Agreement for such Servicing Shift Whole Loan and (B) each Non-Serviced Mortgage Loan
as of the Closing Date, the applicable rate per annum set forth on Exhibit B to this Agreement under the column labeled “Primary
Servicing Fee Rate”.


 






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“Non-Serviced
Mortgage Loan Service Providers”: With respect to any Non-Serviced Mortgage Loan, the related Other Trustee, Other Servicer,
Other Special Servicer and any related sub-servicer, as applicable, and any other Person that makes principal and/or interest
advances in respect of such mortgage loan pursuant to the related Other Pooling and Servicing Agreement.


 


“Non-Serviced
Whole Loan Custodian”: With respect to any Non-Serviced Mortgage Loan, the applicable other “custodian”
under the Other Pooling and Servicing Agreement that governs the servicing and administration of the related Non-Serviced Whole
Loan.


 


“Non-Serviced
Whole Loans”: Each of the Whole Loans identified as “Non-Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement.


 


“Non-U.S.
Person”: A person that is not a U.S. Person.


 


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance, Nonrecoverable Servicing Advance or Nonrecoverable Workout-Delayed Reimbursement
Amounts.


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Loan
which the Master Servicer, the Special Servicer, in each case in accordance with the Servicing Standard and Sections 4.07(c),
or the Trustee, in its good faith business judgment, as applicable, determines would not be ultimately recoverable, together with
any accrued and unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and
other collections on or in respect of the related Mortgage Loan or REO Loan, which shall be evidenced by an Officer’s Certificate
as provided by Section 4.07(c) of this Agreement.


 


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any Serviced REO Property that the Master Servicer, the Special
Servicer, in each case in accordance with the Servicing Standard and Section 3.21(d) of this Agreement, or the Trustee,
in its good faith business judgment, as applicable, determines would not be ultimately recoverable, together with any accrued
and unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and other collections
on or in respect of the related Mortgage Loan, Serviced Whole Loan or Serviced REO Loan, which shall be evidenced by an officer
certificate as provided by Section 3.21(d) of this Agreement. The determination as to the recoverability of any Servicing
Advance previously made or proposed to be made in respect of any Non-Serviced Whole Loan (or related REO Property) shall be made
by the applicable servicer under, and in accordance with the terms of, the related Other Pooling and Servicing Agreement. Any
such determination made by any such party shall be conclusive and binding on the Certificateholders and may, in all cases, be
conclusively relied upon by the Master Servicer, the Special Servicer and the Trustee, as applicable.


 


“Nonrecoverable
Workout-Delayed Reimbursement Amounts”: Any Workout-Delayed Reimbursement Amounts when the Person making such determination
in accordance


 






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with the procedures specified for Nonrecoverable Servicing Advances or Nonrecoverable P&I Advances, as applicable,
and taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed Reimbursement
Amounts, would not ultimately be recoverable from late payments or any other recovery on or in respect of the related Mortgage
Loan, Serviced Whole Loan or REO Loans or (b) has determined that such Workout-Delayed Reimbursement Amounts would not ultimately
be recoverable, along with any other Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances, out of the principal portion
of future collections on all of the Mortgage Loans and REO Properties and from general principal collections in the Collection
Account.


 


“Notice
of Termination”: Any of the notices given to the Trustee, the Certificate Administrator and the Master Servicer by the
Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Special Servicer or the Master Servicer
pursuant to Section 9.01(c) of this Agreement.


 


“Notional
Amount”: As of any date of determination: (i) with respect to each of the Class X-A, Class X-B and Class X-D Certificates
as a Class, the related Class X Notional Amount as of such date of determination and (ii) with respect to any Class X Certificate,
the product of the Percentage Interest evidenced by such Certificate and the related Class X Notional Amount as of such date of
determination.


 


“NRSRO”:
Any nationally recognized statistical ratings organization.


 


“NRSRO
Certification”: A certification (a) executed by a NRSRO in favor of the 17g-5 Information Provider substantially in
the form attached hereto as Exhibit Z or (b) provided electronically and executed by such NRSRO by means of a “click-through”
confirmation on the 17g-5 Information Provider’s Website, in either case in favor of the 17g-5 Information Provider that
states that such NRSRO is a Rating Agency under this Agreement, or that such NRSRO has been engaged to rate any securities backed,
in whole or in part, by a Serviced Companion Loan, or that such NRSRO has provided the Depositor with the appropriate certifications
pursuant to paragraph (e) of Rule 17g-5 of the Exchange Act, such NRSRO has access to the Depositor’s 17g-5 website and
such NRSRO will keep such information confidential, except to the extent such information has been made available to the general
public.


 


“Officer’s
Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a
Vice President (however denominated) and by the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries,
any Trust Officer or other officer of the Master Servicer, Special Servicer, Additional Servicer, Operating Advisor or Asset Representations
Reviewer customarily performing functions similar to those performed by any of the above designated officers, any Servicing Officer
and also with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject, or an authorized officer of the Depositor, and delivered to the Depositor,
the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as the case may be.


 


“Offsetting
Modification Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
or Serviced REO Loan and with respect to any Workout Fee or Liquidation Fee payable by the Trust, any and all Modification Fees


 






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collected by the Special Servicer as additional servicing compensation, but only to the extent that (1) such Modification Fees
were earned and collected by the Special Servicer (A) in connection with the workout or liquidation (including partial liquidation)
of a Specially Serviced Loan or Serviced REO Loan as to which the subject Workout Fee or Liquidation Fee became payable or (B)
in connection with any workout of a Specially Serviced Loan that closed within the prior 18 months (determined as of the closing
day of the workout or liquidation as to which the subject Workout Fee or Liquidation Fee became payable) and (2) such Modification
Fees were earned in connection with a modification, restructure, extension, waiver or amendment of such Mortgage Loan, Serviced
Whole Loan or Serviced REO Loan at a time when such Mortgage Loan, Serviced Whole Loan or Serviced REO Loan was a Specially Serviced
Loan.


 


“Operating
Advisor”: Park Bridge Lender Services LLC, a New York limited liability company, or its successors in interest and assigns,
or any successor Operating Advisor appointed as herein provided.


 


“Operating
Advisor Annual Report”: As defined in Section 3.31(c) of this Agreement.


 


“Operating
Advisor Consultation Event”: The event that occurs the earlier of when (i) the aggregate Certificate Balances of the
HRR Certificates (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate
Balances of such classes) is 25% or less of the initial aggregate Certificate Balances of the HRR Certificates and (ii) a Control
Termination Event has occurred and is continuing (or a Control Termination Event would occur and be continuing if not for the
last proviso in the definition thereof).


 


“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting rights equal to
$10,000 with respect to any Mortgage Loan or such lesser amount as the related Borrower agrees to pay, payable pursuant to Section
3.06 of this Agreement; provided, no such fee shall be payable unless paid by the related Borrower. The Operating Advisor
may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision. The Master Servicer
or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related
Borrower if it determines that such full or partial waiver is in accordance with the Servicing Standard; provided, that
the Master Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor prior to any such waiver
or reduction. No Operating Advisor Consulting Fee shall be payable with respect to any Subordinate Companion Loan, any Non-Serviced
Whole Loan or any Servicing Shift Whole Loan.


 


“Operating
Advisor Fee”: With respect to each Mortgage Loan and REO Loan (including Non-Serviced Mortgage Loans, but excluding
any Companion Loans) and any Distribution Date, an amount per Interest Accrual Period equal to the product of (i) the applicable
Operating Advisor Fee Rate and (ii) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the immediately preceding
Collection Period (without giving effect to payments of principal on such Mortgage Loan on such Due Date). Such fee shall be in
addition to, and not in lieu of, any other fee or other sum payable to the Operating Advisor under this Agreement. The Operating
Advisor Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. For the avoidance
of doubt, the Operating Advisor Fee shall


 






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be payable from the Lower-Tier REMIC. For the avoidance of doubt, no Operating Advisor
Fee shall accrue on the principal balance of, or be payable with respect to, any Companion Loan.


 


“Operating
Advisor Fee Rate”: For each Interest Accrual Period, a per annum rate equal to (i) 0.00166% with respect to each
Mortgage Loan (except the 181 Fremont Street Mortgage Loan, the 636 11th Avenue Mortgage Loan, the Meridian Corporate Center Mortgage
Loan, the Sheraton Music City Mortgage Loan, the Westbrook Corporate Center Mortgage Loan and the JAGR Hotel Portfolio Mortgage
Loan), (ii) 0.00291% with respect to the 181 Fremont Street Mortgage Loan, (iii) 0.00366% with respect to the 636 11th Avenue
Mortgage Loan, (iv) 0.00385% with respect to the Meridian Corporate Center Mortgage Loan, (v) 0.00416 with respect to the Sheraton
Music City Mortgage Loan and the Westbrook Corporate Center Mortgage Loan and (vi) 0.00511% with respect to the JAGR Hotel Portfolio
Mortgage Loan.


 


“Operating
Advisor Standard”: The requirement that the Operating Advisor shall act solely on behalf of the Trust and in the best
interest of, and for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan for the benefit of the
related Companion Loan Noteholders (as a collective whole as if such Certificateholders and Companion Loan Noteholders constituted
a single lender, taking into account the pari passu nature of any related pari passu Companion Loan (and with respect
to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate
Companion Loan)), and not to Holders of any particular Class of Certificateholders (as determined by the Operating Advisor in
the exercise of its good faith and reasonable judgment), and without regard to any conflict of interest arising from any relationship
that the Operating Advisor or any of its affiliates may have with any of the Borrowers, any Mortgage Loan Seller, the Depositor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing Holder, any Certificateholder or
any of their respective affiliates.


 


“Operating
Advisor Surveillance Personnel”: The divisions and individuals of the Operating Advisor who are involved in the performance
of the duties of the Operating Advisor under this Agreement.


 


“Operating
Advisor Termination Event”: As defined in Section 7.07(a) of this Agreement.


 


“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Special Servicer
or the Master Servicer, as the case may be, acceptable to the Certificate Administrator and the Trustee, except that any opinion
of counsel relating to (a) qualification of any Trust REMIC as a REMIC or the imposition of tax under the REMIC Provisions on
any income or property of any Trust REMIC, (b) compliance with the REMIC Provisions (including application of the definition of
“Independent Contractor”), (c) qualification of the Grantor Trust as a grantor trust or (d) a resignation of
the Master Servicer or the Special Servicer pursuant to Section 6.04(b) of this Agreement, must be an opinion of counsel
who is Independent of the Depositor, the Master Servicer and the Special Servicer.


 


“Originator”:
Any of (i) the Mortgage Loan Sellers and (ii) with respect to any Mortgage Loan acquired by a Mortgage Loan Seller, the originator
of such Mortgage Loan.


 






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“Other
17g-5 Information Provider”: The applicable other “17g-5 information provider” under an Other Pooling and
Servicing Agreement relating to a Serviced Companion Loan. The Depositor shall inform the other parties hereto of the name and
contact information for any Other 17g-5 Information Provider existing as of the Closing Date. The name and contact information
of any such Other 17g-5 Information Provider as of the Closing Date is set forth on Schedule VIII hereto. Each party hereto shall
be entitled to conclusively rely upon the information set forth on Schedule VIII until such party receives notice of any change
thereto.


 


“Other
Asset Representations Reviewer”: The applicable other “asset representations reviewer” under an Other Pooling
and Servicing Agreement relating to a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.


 


“Other
Custodian”: The applicable other “custodian” under an Other Pooling and Servicing Agreement relating to
a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.


 


“Other
Depositor”: The applicable other “depositor” under an Other Pooling and Servicing Agreement relating to
a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.


 


“Other
Indemnified Parties”: As defined in Section 1.04 of this Agreement.


 


“Other
Operating Advisor”: The applicable other “operating advisor” or “trust advisor” under an Other
Pooling and Servicing Agreement relating to a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.


 


“Other
Pooling and Servicing Agreement”: A pooling and servicing agreement or other applicable servicing agreement relating
to a Serviced Companion Loan or a Non-Serviced Whole Loan, as applicable.


 


“Other
Securitization”: Any commercial mortgage securitization trust that holds a Serviced Companion Loan or Non-Serviced Companion
Loan or any successor REO Loan with respect thereto.


 


“Other
Servicer”: The applicable other “master servicer” under an Other Pooling and Servicing Agreement relating
to a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.


 


“Other
Special Servicer”: The applicable other “special servicer” under an Other Pooling and Servicing Agreement
relating to a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.


 


“Other
Trustee”: The applicable other “trustee” or, if applicable, the other “certificate administrator”
or, if applicable, the other “custodian” under an Other Pooling and Servicing Agreement relating to a Serviced Companion
Loan or a Non-Serviced Companion Loan, as applicable.


 


“Ownership
Interest”: Any record or beneficial interest in a Class R Certificate.


 






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“P&I
Advance”: As to any Mortgage Loan, any advance made by the Master Servicer or the Trustee pursuant to Section 4.07
of this Agreement. Each reference to the payment or reimbursement of a P&I Advance shall be deemed to include, whether
or not specifically referred to and without duplication, payment or reimbursement of interest thereon at the Reimbursement Rate.
Neither the Master Servicer nor the Trustee will be required to make P&I Advances with respect to any delinquent payment amounts
due on any Companion Loan.


 


“P&I
Advance Determination Date”: With respect to any Distribution Date, the second Business Day prior to such Distribution
Date.


 


“Pass-Through
Rate”: (a) With respect to each Class of Regular Certificates set forth below, the following rates:


 


	Class 
	 	Pass-Through
Rate 

	Class
    A-1	 	Class
    A-1 Pass-Through Rate
	Class
    A-2	 	Class
    A-2 Pass-Through Rate
	Class
    A-3	 	Class
    A-3 Pass-Through Rate
	Class
    A-SB	 	Class
    A-SB Pass-Through Rate
	Class
    A-4	 	Class
    A-4 Pass-Through Rate
	Class
    A-5	 	Class
    A-5 Pass-Through Rate
	Class
    X-A	 	Class
    X-A Pass-Through Rate
	Class
    X-B	 	Class
    X-B Pass-Through Rate
	Class
    X-D	 	Class
    X-D Pass-Through Rate
	Class
    A-M	 	Class
    A-M Pass-Through Rate
	Class
    B	 	Class
    B Pass-Through Rate
	Class
    C	 	Class
    C Pass-Through Rate
	Class
    D	 	Class
    D Pass-Through Rate
	Class
    E-RR	 	Class
    E-RR Pass-Through Rate
	Class
    F-RR	 	Class
    F-RR Pass-Through Rate
	Class
    G-RR	 	Class
    G-RR Pass-Through Rate
	Class
    H-RR	 	Class
    H-RR Pass-Through Rate


 


The
Class R and Class S Certificates do not have Pass-Through Rates.


 


“Paying
Agent”: The paying agent appointed pursuant to Section 5.04 of this Agreement.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


“Penalty
Charges”: With respect to any Mortgage Loan or Serviced Companion Loan (or successor REO Loan), any amounts collected
thereon from the Borrower that represent default charges, penalty charges, late fees and/or Default Interest, and excluding any
Yield Maintenance Charge and any Excess Interest.


 


“Percentage
Interest”: As to any Certificate (except the Class R and Class S Certificates), the percentage interest evidenced thereby
in distributions required to be made with


 






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respect to the related Class. With respect to any Certificate (except the Class R and
Class S Certificates), the percentage interest is equal to the initial denomination of such Certificate divided by the initial
Certificate Balance or Notional Amount, as applicable, of such Class of Certificates. With respect to the Class R and Class S
Certificate, the percentage interest is set forth on the face thereof.


 


“Performance
Certification”: As defined in Section 10.08 of this Agreement.


 


“Performing
Loan”: A Mortgage Loan or Serviced Whole Loan that is not a Specially Serviced Loan or REO Loan.


 


“Performing
Party”: As defined in Section 10.14 of this Agreement.


 


“Periodic
Payment”: With respect to any Mortgage Loan or Serviced Companion Loan (other than any REO Loan) and any Due Date, the
scheduled monthly payment of principal, if any, and interest at the Mortgage Rate, excluding any Balloon Payment (but not excluding
any constant Periodic Payment due on a Balloon Loan), which is payable by the related Borrower on such Due Date under the related
Mortgage Note. The Periodic Payment with respect to an REO Loan is the monthly payment that would otherwise have been payable
on the related Due Date had the related Mortgage Note not been discharged, determined as set forth in the preceding sentence and
on the assumption that all other amounts, if any, due thereunder are paid when due.


 


“Permitted
Investments”: Any one or more of the following obligations or securities payable on demand or having a scheduled maturity
on or before the Business Day preceding the date upon which such funds are required to be drawn, regardless of whether issued
by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee or any of their respective
Affiliates and having at all times the required ratings, if any, provided for in this definition, unless each Rating Agency shall
have provided a Rating Agency Confirmation relating to the Certificates and Serviced Companion Loan Securities:


 


(A)           direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed
by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, any agency or instrumentality of the United States of America shall be a Permitted
Investment only if such investment would not result in the downgrading, withdrawal or qualification of the then-current rating
assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding any class of Serviced Companion Loan
Securities that are then rated by such Rating Agency, such class of securities) as evidenced in writing, other than (a) unsecured
senior debt obligations of the U.S. Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development
public housing agency bonds, Federal Housing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed
securities or participation certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed
pool


 






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certificates and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated
debt obligations, Freddie Mac debt obligations, and Fannie Mae debt obligations rated at least “A-1” by S&P, if
such obligations mature in sixty (60) days or less, or rated at least “AA-”, “A-1+” or (with respect to
money market fund investments only) “AAAm” by S&P, if such obligations mature in 365 days or less;


 


(B)           repurchase
agreements or obligations specified in clause (A) of this definition, with a party agreeing to repurchase such obligations (a)(1)
in the case of such investments with maturities of thirty (30) days or less, (x) the short-term obligations of which are rated
at least “F1” by Fitch or the long-term obligations of which are rated at least “A” by Fitch, and (y)
the short-term obligations of which are rated “A-1+” (or the equivalent) by S&P, (2) in the case of such investments
with maturities of three (3) months or less, but more than thirty (30) days, (x) the short-term obligations of which are rated
at least “F1+” by Fitch or the long-term obligations of which are rated at least “AA-” by Fitch, and (y)
the short-term obligations of which are rated “A-1+” (or the equivalent) by S&P, (3) in the case of such investments
with maturities of six (6) months or less, but more than three (3) months, (x) the short-term obligations of which are rated at
least “F1+” by Fitch and the long-term obligations of which are rated at least “AA-” by Fitch, and (y)
the long-term obligations of which are rated “AAA” (or the equivalent) by S&P, and (4) in the case of such investments
with maturities of more than six (6) months, (x) the short-term obligations of which are rated at least “F1+” by Fitch
and the long-term obligations of which are rated “AA-” by Fitch, and (y) the long-term obligations of which are rated
“AAA” (or the equivalent) by S&P and (b) the short-term obligations of the applicable repurchase agreement counterparty
are rated in the highest short-term debt rating category of DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by
any two other NRSROs (which may include Moody’s and Fitch)) and, if it has a term in excess of six months, the long-term
debt obligations of which are rated “AAA” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any
two other NRSROs (which may include S&P and Fitch)) (or, in the case of any such Rating Agency as set forth in subclauses
(a) – (b) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency relating
to the Certificates and any Companion Loan Securities);


 


(C)           federal
funds, unsecured uncertificated certificates of deposit, time deposits, demand deposits and bankers’ acceptances of any
bank or trust company organized under the laws of the United States or any state thereof, (a)(1) in the case of such investments
with maturities of thirty (30) days or less, (x) the short-term obligations of which are rated at least “F1” by Fitch
or the long-term obligations of which are rated at least “A” by Fitch, and (y) the short-term obligations of which
are rated “A-1+” (or the equivalent) by S&P, (2) in the case of such investments with maturities of three (3)
months or less, but more than thirty (30) days, (x) the short-term obligations of which are rated at least “F1+” by
Fitch or the long-term obligations of which are rated at least “AA-” by Fitch, and (y) the short-term obligations
of which are rated “A-1+” (or the equivalent) 


 






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by S&P, (3) in the case of such investments with maturities of six
(6) months or less, but more than three (3) months, (x) the short-term obligations of which are rated at least “F1+”
by Fitch and the long-term obligations of which are rated at least “AA-” by Fitch, and (y) the long-term debt obligations
of which are “AAA” (or the equivalent) by S&P, and (4) in the case of such investments with maturities of more
than six (6) months, (x) the short-term obligations of which are rated at least “F1+” by Fitch and the long-term obligations
of which are rated “AA-” by Fitch and (y) the long-term obligations of which are “AAA” (or the equivalent)
by S&P and (b) the short-term obligations of which bank or trust company are rated in the highest short-term debt rating category
of DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and
Fitch)) and, if it has a term in excess of six months, the long-term debt obligations of which are rated “AAA” by
DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by any two other NRSROs (which may include S&P and Fitch))
(or, in the case of any such Rating Agency as set forth in subclauses (a) – (b) above, such lower rating as
is the subject of a Rating Agency Confirmation by such Rating Agency relating to the Certificates and any Companion Loan Securities);


 


(D)           commercial
paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated,
provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to
any withholding imposed by any non-United States jurisdiction) (a)(1) in the case of such investments with maturities of thirty
(30) days or less, (x) the short-term obligations of which corporation are rated at least “F1” by Fitch or the long-term
obligations of which corporation are rated at least “A” by Fitch, and (y) the short-term obligations of which corporation
are rated at least “A-1” by S&P, (2) in the case of such investments with maturities of three (3) months or less,
but more than thirty (30) days, the short-term obligations of which are rated at least “A-1+” by S&P (or “A-1”
by S&P if the obligations mature within sixty (60) days) and “F1+” by Fitch, or the long-term obligations of which
are rated at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch) and “AA-” by
S&P (with a short-term rating of “A-1” by S&P), (3)(A) in the case of such investments with maturities of
six (6) months or less, but more than three (3) months, the short-term obligations of which are rated at least “F1+”
by Fitch, or the long-term obligations of which corporation are rated at least “AA-” by Fitch (with a short-term rating
of “F1” by Fitch) and (B) the short-term obligations of which are rated at least “A-1+” (or the equivalent)
by S&P, or the long-term obligations of which corporation are rated at least “AA-” by S&P (with a short-term
rating of “A-1” by S&P), and (4)(A) in the case of such investments with maturities of more than six (6) months,
the short-term obligations of which are rated at least “F1+” by Fitch, or the long-term obligations of which are rated
at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch) and (B) the short-term obligations
of which are rated at least “A-1+” (or the equivalent) by S&P, or the long-term obligations of which corporation
are rated at least “AA-” by S&P (with a short-term rating of “A-1” by S&P), and (b) the short-term
obligations of


 






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which corporation are rated in the highest short-term debt rating category of DBRS (or, if not rated by DBRS, an
equivalent (or higher) rating by any two other NRSROs (which may include Moody’s and Fitch)) and, if it has a term in excess
of six months, the long-term debt obligations of which are rated “AAA” by DBRS (or, if not rated by DBRS, an equivalent
(or higher) rating by any two other NRSROs (which may include S&P and Fitch)) (or, in the case of any such Rating Agency as
set forth in subclauses (a) – (b) above, such lower rating as is the subject of a Rating Agency Confirmation
by such Rating Agency relating to the Certificates and any Companion Loan Securities);


 


(E)           (1)
units of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant net asset
value per share (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the Wells Fargo
Money Market Funds) so long as any such fund is rated in the highest short-term unsecured debt ratings category by each of Fitch,
S&P and DBRS (or, if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include any
of the Rating Agencies) or otherwise acceptable to such Rating Agency, in any such case, as confirmed in a Rating Agency Confirmation)
relating to the Certificates and any Serviced Companion Loan Securities, or (2) units of money market funds, which seek to maintain
a constant net asset value per share, that (a) have substantially all of its assets invested continuously in the types of investments
referred to in clause (A) above, and (b) has the highest rating obtainable for money market funds from each of Fitch, S&P
and DBRS (or, if not rated by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include any of the
Rating Agencies) or otherwise acceptable to such Rating Agency, in any such case, as confirmed in a Rating Agency Confirmation);


 


(F)           an
obligation or security that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause,
would be listed in clauses (B) – (E) above, and is the subject of a Rating Agency Confirmation relating to the Certificates
and any Serviced Companion Loan Securities from each Rating Agency for which the minimum rating(s) set forth in the applicable
clause is not satisfied with respect to such obligation or security; or


 


(G)           any
other obligation or security other than one listed in clauses (A) – (E) above, that is the subject of a Rating Agency
Confirmation relating to the Certificates and any Serviced Companion Loan Securities from each and every Rating Agency;


 


provided,
however, that with respect to any Permitted Investment for which a rating by S&P is required as set forth above, such
rating must be an unqualified rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory
indicators, such as the (sf) subscript, and unsolicited ratings; provided, further, that each investment described
hereunder shall not (A) evidence either the right to receive (1) only interest with respect to such investment or (2) a yield
to maturity greater than 120% of the yield to maturity at par of the underlying obligations, (B) be purchased at a price greater
than par, (C) be sold prior to stated maturity if such sale would result in a loss of principal on the instrument or a tax on
“prohibited


 






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transactions” under Section 860F of the Code or (D) have an “r” highlighter or other comparable
qualifier attached to its rating; and provided, further, that each investment described hereunder must have (X)
a predetermined fixed amount of principal due at maturity (that cannot vary or change), (Y) an original maturity of not more than
365 days and a remaining maturity of not more than thirty (30) days and (Z) except in the case of a Permitted Investment described
in clause (E) of this definition, a fixed interest rate or an interest rate that is tied to a single interest rate index
plus a single fixed spread and moves proportionately with that index; and provided, further, that each investment
described hereunder must be a “cash flow investment” (within the meaning of the REMIC Provisions).


 


“Permitted
Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, customary title
agent fees and insurance commissions or fees received or retained by the Special Servicer or any of its Affiliates in connection
with any services performed by such party with respect to any Mortgage Loan, Serviced Whole Loan or REO Property, in each case,
in accordance with Article III of this Agreement.


 


“Permitted
Transferee”: With respect to a Class R Certificate, any Person or agent thereof that is a Qualified Institutional Buyer,
other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who is unable to provide
an Opinion of Counsel (provided at the expense of such Person or the Person requesting the Transfer) to the effect that the Transfer
of an Ownership Interest in any Class R Certificate to such Person will not cause any Trust REMIC to fail to qualify as a REMIC
at any time that the Certificates are outstanding, (c) a Person that is a Disqualified Non-U.S. Person, (d) a Plan or any Person
investing the assets of a Plan, (e) an entity treated as a domestic partnership for U.S. federal income tax purposes, one or more
of the direct or indirect beneficial owners (other than through a U.S. corporation) of which is (or is permitted under the applicable
partnership agreement to be) a Disqualified Non-U.S. Person or (f) a U.S. Person with respect to whom income on the Class R Certificate
is attributable to a fixed base or foreign permanent establishment, within the meaning of an applicable income tax treaty, of
such transferee or any other U.S. Person.


 


“Person”:
Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


 


“Plan”:
As defined in Section 5.02(k) of this Agreement.


 


“Plan
Fiduciary”: As defined in Section 5.02(k) of this Agreement.


 


“Preliminary
Dispute Resolution Election Notice”: As defined in Section 2.03(l)(i).


 


“Prepayment
Assumption”: The assumption that (i) each Mortgage Loan (other than an ARD Loan) does not prepay prior to its respective
Maturity Date and (ii) each ARD Loan prepays on its Anticipated Repayment Date.


 


“Prepayment
Interest Excess”: With respect to any Distribution Date, the aggregate amount, with respect to all Mortgage Loans or
Serviced Companion Loans serviced by


 






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the Master Servicer that were subject to Principal Prepayment in full or in part, or as to
which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or
Special Servicer for application to such Mortgage Loans or Serviced Companion Loans, in each case after the Due Date in the month
of such Distribution Date and on or prior to the related Determination Date, the amount of interest accrued at the Mortgage Rate
for such Mortgage Loans or Serviced Companion Loans on the amount of such Principal Prepayments, Insurance Proceeds, Liquidation
Proceeds and Condemnation Proceeds after the Due Date relating to such Collection Period and accruing in the manner set forth
in the related Loan Documents, to the extent such interest is collected by the Master Servicer or the Special Servicer (without
regard to any Prepayment Premium, Yield Maintenance Charge or Excess Interest actually collected).


 


“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Companion Loan serviced
by the Master Servicer that was subject to a Principal Prepayment in full or in part and which did not include a full month’s
interest, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the
Master Servicer or Special Servicer for application to such Mortgage Loan or Serviced Companion Loan, in each case after the Determination
Date in the calendar month preceding such Distribution Date but prior to the Due Date in the related Collection Period, the amount
of interest that would have accrued at the Net Mortgage Rate for such Mortgage Loan or Serviced Companion Loan on the amount of
such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds during the period commencing on the
date as of which such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable,
were applied to the unpaid principal balance of the Mortgage Loan or Serviced Companion Loan and ending on (and including) the
day immediately preceding such Due Date (without regard to any Prepayment Premium, Yield Maintenance Charge or Excess Interest
actually collected).


 


“Prepayment
Premium”: Any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or payable on a Mortgage
Loan or Serviced Companion Loan by a Borrower as the result of a Principal Prepayment thereon, not otherwise due thereon, in respect
of principal or interest, which is intended to compensate the holder of the related Mortgage Note for prepayment.


 


“Pricing
Date”: June 28, 2018.


 


“Primary
Servicing Fee Rate”: With respect to each Serviced Mortgage Loan (other than any Servicing Shift Mortgage Loans), the
rate per annum set forth on Exhibit B to this Agreement. With respect to a Servicing Shift Mortgage Loan, prior
to the related Servicing Shift Securitization Date, the applicable rate per annum set forth on Exhibit B to this
Agreement. With respect to each Non-Serviced Mortgage Loan, no Primary Servicing Fee Rate will be charged by the Master Servicer,
but the Non-Serviced Mortgage Loan Primary Servicing Fee Rate (which, with respect to each such Non-Serviced Mortgage Loan as
of the Closing Date, is set forth on Exhibit B to this Agreement under the column labeled “Primary Servicing Fee Rate”)
is charged by the applicable Other Servicer pursuant to the related Other Pooling and Servicing Agreement. For the avoidance of
doubt, the Primary Servicing Fee Rate includes any fee rate payable to a Mortgage Loan Seller Sub-Servicer.


 






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“Prime
Rate”: The “Prime Rate” as published in the “Money Rates” section of The Wall Street
Journal, Eastern edition (or, if such section or publication is no longer available, such other comparable publication as
determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime
Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion)
as may be in effect from time to time. The Certificate Administrator shall notify in writing the Master Servicer and the Special
Servicer with regard to any determination of the Prime Rate in accordance with the parenthetical in the preceding sentence.


 


“Principal
Balance Certificate”: The Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class
C, Class D, Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates.


 


“Principal
Distribution Amount”: For any Distribution Date and the Principal Balance Certificates, the sum of (a) Principal Shortfall
for such Distribution Date and (b) the Aggregate Principal Distribution Amount for such Distribution Date.


 


“Principal
Prepayment”: Any payment of principal made by a Borrower on a Mortgage Loan or Serviced Companion Loan which is received
in advance of its scheduled due date and which is not accompanied by an amount of interest representing the full amount of scheduled
interest due on any date or dates in any month or months subsequent to the month of prepayment.


 


“Principal
Shortfall”: For any Distribution Date, the amount, if any, by which (1) the Principal Distribution Amount for the
prior Distribution Date exceeds (2) the aggregate amount actually distributed on the preceding Distribution Date to holders
of the Principal Balance Certificates in respect of such Principal Distribution Amount.


 


“Private
Certificate”: Each of the Class X-B, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class S and
Class R Certificates, collectively.


 


“Private
Global Certificate”: Each of the Regulation S Global Certificates or Rule 144A Global Certificates with respect to the
Private Certificates if and so long as such class of Certificates is registered in the name of a nominee of the Depository.


 


“Private
Placement Memorandum”: The Depositor’s Private Placement Memorandum, dated June 28, 2018, relating to the offering
of the Private Certificates.


 


“Privileged
Information”: Any (i) correspondence or other communications between a Directing Holder and the Special Servicer related
to any Specially Serviced Loan (other than any applicable Excluded Loan) or the exercise of the consent or consultation rights
of a Directing Holder under this Agreement or any related Intercreditor Agreement, (ii) strategically sensitive information that
the Special Servicer has reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations
with the related Borrower or other interested party and that is labeled or otherwise identified as Privileged Information by the
Special Servicer, (iii) information subject to attorney-client privilege and (iv) any Asset Status Report or Final Asset Status
Report. The Master Servicer, the Special Servicer, the Operating


 






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Advisor and the Asset Representations Reviewer shall be entitled
to rely on any identification of materials as “attorney-client privileged” without liability for any such reliance
hereunder.


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted
from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for
the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, arbitration parties, taxing
authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not
otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is required by law, rule, regulation, order,
judgment or decree to disclose such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate
of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Serviced Companion Loan
Noteholder who provides a certification substantially in the form of Exhibit FF hereto, any Person (including the Directing
Holder) who provides the Certificate Administrator with an Investor Certification and any NRSRO (including any Rating Agency)
that provides the Certificate Administrator with a NRSRO Certification, which Investor Certification and NRSRO Certification may
be submitted electronically via the Certificate Administrator’s Website; provided, however, that in no event
may a Borrower Party (other than a Borrower Party that is the Special Servicer) be entitled to receive (i) if such party is the
Directing Holder or any Controlling Class Certificateholder, any Excluded Information via the Certificate Administrator’s
Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall
only be prohibited with respect to the related Excluded Controlling Class Mortgage Loan(s)), and (ii) if such party is not the
Directing Holder or any Controlling Class Certificateholder, any information other than the Distribution Date Statement.


 


Notwithstanding
anything to the contrary in this Agreement, if the Special Servicer obtains knowledge that it is a Borrower Party, the Special
Servicer shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly or indirectly
provide any information solely related to the related Excluded Special Servicer Mortgage Loan (which may include any Asset Status
Reports, Final Asset Status Reports (or summaries thereof)) to (A) the related Borrower Party, (B) any of the Special Servicer’s
employees or personnel or any of its Affiliates involved in the management of any investment in the related Borrower Party or
the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest
in the related Borrower Party, and (ii) shall maintain sufficient internal controls and appropriate policies and procedures in
place in order to comply with the obligations described in clause (i) above; provided, further, that nothing in this Agreement
shall be construed as an obligation of the Master Servicer or the Certificate Administrator to restrict the Special Servicer’s
access to any information on the Master Servicer’s website or the Certificate Administrator’s Website and in no case
shall the Master Servicer or the Certificate


 






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Administrator be held liable if the Special Servicer accesses any of the items listed
in the definition of Excluded Information relating to the Excluded Special Servicer Mortgage Loans.


 


“Prohibited
Party”: Any proposed Servicing Function Participant that is listed on the Depositor’s Do Not Hire List.


 


“Property
Protection Expenses”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole
Loan, any costs and expenses incurred by the Master Servicer or the Special Servicer pursuant to Section 3.04, Section
3.08(a), Section 3.10, Section 3.11, Section 3.15(a), Section 3.15(b), Section 3.15(c),
0 or Section 3.24(a) of this Agreement or indicated herein as being payable as a Servicing Advance or as a cost
or expense of the Trust Fund (and, in the case of the Serviced Whole Loans, the Serviced Companion Loan Noteholders but subject
to the provisions of Section 1.02(e)) or the Lower-Tier REMIC or Upper-Tier REMIC to be paid out of the Collection Account.


 


“Proposed
Course of Action Notice”: As defined in Section 2.03(l)(i).


 


“Prospectus”:
The Depositor’s Prospectus, dated June 28, 2018, relating to the offering of the Publicly Offered Certificates.


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Publicly
Offered Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class
A-M, Class B and Class C Certificates.


 


“Publicly
Offered Global Certificates”: Each of the Publicly Offered Certificates, if and so long as the applicable Class of Publicly
Offered Certificates is registered in the name of the Depository.


 


“Purchase
Price”: With respect to (i) any Mortgage Loan to be repurchased or purchased pursuant to Section 2.03(e) or Section
9.01 of this Agreement, (ii) any Specially Serviced Loan or any Serviced REO Loan to be sold pursuant to Section 3.16
of this Agreement or (iii) any Defaulted Loan that is a Non-Serviced Mortgage Loan to be sold by the Special Servicer in accordance
with the proviso in Section 3.16(b) of this Agreement, an amount, calculated by the Master Servicer (with respect to Performing
Loans) or the Special Servicer (with respect to Specially Serviced Loans or Serviced REO Loans), as applicable, equal to:


 


(a)           the
outstanding principal balance of such Mortgage Loan (or related REO Loan) (including, to the extent required pursuant to the final
sentence of this definition, any related Companion Loan) as of the date of purchase; plus


 


(b)           all
accrued and unpaid interest on such Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the
final sentence of this definition, any related Companion Loan) at the related Mortgage Rate in effect from time to time to but
not including the Due Date immediately preceding or coinciding with the Determination Date for the Collection Period of purchase,
but excluding any Default Interest or Excess Interest; plus


 






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(c)           all
related unreimbursed Servicing Advances plus accrued and unpaid interest on related Advances at the Reimbursement Rate, and all
Special Servicing Fees (whether paid or unpaid) and Workout Fees allocable to such Mortgage Loan (and, in the case of a Non-Serviced
Mortgage Loan, unpaid fees payable to the applicable servicer, Other Servicer, the Other Special Servicer or the Other Trustee
allocable to such Mortgage Loan); plus


 


(d)           any
Liquidation Fee due pursuant to Section 3.12 of this Agreement allocable to such Mortgage Loan (or related REO Loan) (including,
to the extent required pursuant to the final sentence of this definition, any related Companion Loan) (which shall not include
any Liquidation Fees if such affected Mortgage Loan is repurchased prior to the expiration of the additional 90-day period immediately
following the initial 90-day period under Section 2.03 of this Agreement); plus


 


(e)           all
Additional Trust Fund Expenses allocable to such Mortgage Loan; plus


 


(f)           if
such Mortgage Loan (or related REO Loan) is being purchased or substituted by a Mortgage Loan Seller pursuant to the related Mortgage
Loan Purchase Agreement, to the extent not otherwise included in the amount described in clause (c) of this definition, any unpaid
Asset Representations Reviewer Asset Review Fee related to such Mortgage Loan and all reasonable out-of-pocket expenses reasonably
incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the
Trustee in respect of the Breach or Defect giving rise to the repurchase obligation, including any such expenses arising out of
the enforcement of the repurchase obligation, including, without duplication, any such expenses previously reimbursed from the
Collection Account or the applicable Serviced Whole Loan Collection Account, as applicable, plus accrued and unpaid interest thereon
at the Reimbursement Rate, to the extent payable to the Master Servicer, the Special Servicer, the Certificate Administrator,
the Asset Representations Reviewer or the Trustee; provided, however, that such out-of-pocket expenses shall not
include expenses incurred by Certificateholders or Certificate Owners in instituting an Asset Review Vote Election, in taking
part in an Asset Review vote or in exercising such Certificateholder’s or Certificate Owner’s, as applicable, rights
under the dispute resolution mechanics pursuant to Section 2.03(k) hereof.


 


For
purposes of this Agreement, (i) the “Purchase Price” in respect of a Serviced Companion Loan that is purchased by
the related Mortgage Loan Seller shall be the purchase price paid by the related Mortgage Loan Seller under the related Other
Pooling and Servicing Agreement or the applicable servicing agreement, (ii) with respect to a sale of an REO Property securing
a Serviced Whole Loan, the term Mortgage Loan or REO Loan shall be construed to include any related Companion Loans and (iii)
with respect to a Joint Mortgage Loan, the “Purchase Price” for each of the applicable Mortgage Loan Sellers shall
be its respective percentage interest as of the Closing Date of the total Repurchase Price for such Joint Mortgage Loan.


 


“Qualified
Affiliate”: Any Person (a) that is organized and doing business under the laws of any state of the United States or
the District of Columbia, (b) that is in the business of performing the duties of a servicer of mortgage loans (or, in the case
of the Operating Advisor,


 






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that is in the business of performing the duties of an operating advisor), and (c) as to which 50% or
greater of its outstanding voting stock or equity ownership interest are directly or indirectly owned by the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, or by any Person or Persons who directly or indirectly own equity
ownership interests in the Master Servicer, the Special Servicer or the Operating Advisor, as applicable.


 


“Qualified
Institutional Buyer”: A “qualified institutional buyer” within the meaning of Rule 144A.


 


“Qualified
Insurer”: As used in Section 3.08 of this Agreement,


 


(i)
in the case of each Mortgage Loan or Serviced Pari Passu Whole Loan, an insurance company or security or bonding company qualified
to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated (a) at least “A”
by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent (or higher) rating by (x) at least two NRSROs
(which may include S&P, and/or DBRS) or (y) one NRSRO (which may include S&P, and/or DBRS) and AM Best), (b) at least
“A-” by S&P (or, if not rated by S&P, an equivalent rating by (x) at least two NRSROs (which may include Fitch
and/or DBRS) or (y) one NRSRO (which may include Fitch or DBRS) and A.M. Best Company, Inc.), and (c) at least “A (low)”
by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by at least two NRSROs (which may include S&P, Fitch and/or
Moody’s) or one NRSRO (which may include S&P, Fitch and/or S&P) and A.M. Best),


 


(ii)
in the case of the fidelity bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(d)
of this Agreement, a company that shall have a claims paying ability rated at least equal to any one of the following: (1) “A-”
or better by S&P, (2) “A3” or better by Moody’s, (3) “A-” or better by Fitch, (4) “A (low)”
or better by DBRS or (5) “A-:X” or better by A.M. Best,


 


or,
in the case of clauses (i) and (ii), such other rating as to which the related Rating Agency (and, if applicable, the related
Serviced Companion Rating Agency) has provided a Rating Agency Confirmation relating to the Certificates and any Serviced Companion
Loan Securities (subject to the foregoing exceptions).


 


“Qualified
Mortgage”: A Mortgage Loan that is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the
Code (but without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats a defective obligation as a qualified
mortgage), or any substantially similar successor provision.


 


“Qualified
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to special servicers in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer or an
affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the Operating Advisor
(x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement, or (y) for the
appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement special servicer
to become the special servicer, (iv) is not entitled to receive any compensation from the Operating Advisor


 






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other than compensation
that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed as the replacement
special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment as successor special servicer,
in each case, unless expressly approved by 100% of the Certificateholders, (vi) currently has a special servicer rating of at
least “CSS3” from Fitch, (vii) is included on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer and (viii) is currently acting as a special servicer in a transaction rated by DBRS and has not been cited by DBRS as
having servicing concerns as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement
on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by
the applicable servicer prior to the time of determination.


 


“Qualified
Substitute Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution
shall be permitted) replacing a Mortgage Loan with respect to which a Material Breach or Material Defect exists that must, on
the date of substitution: (i) have an outstanding Stated Principal Balance, after application of all scheduled payments of principal
and/or interest due during or prior to the month of substitution, whether or not received, not in excess of the Stated Principal
Balance of the Removed Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs; (ii) have
a fixed Mortgage Rate not less than the Mortgage Rate of the Removed Mortgage Loan (determined without regard to any prior modification,
waiver or amendment of the terms of the removed Mortgage Loan); (iii) have the same Due Date and a grace period no longer than
that of the Removed Mortgage Loan; (iv) accrue interest on the same basis as the Removed Mortgage Loan (for example, on the basis
of a 360-day year and the actual number of days elapsed); (v) have a remaining term to stated maturity not greater than, and not
more than five years less than, the remaining term to stated maturity of the Removed Mortgage Loan; (vi) have a then-current loan
to value ratio equal to or less than the lesser of (1) the loan to value ratio for the Removed Mortgage Loan as of the Closing
Date and (2) 75%, in each case using the “value” for the Mortgaged Property as determined using an Appraisal prepared
in accordance with the requirements of the FIRREA; (vii) comply as of the date of substitution in all material respects with all
of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an Environmental
Report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and that will
be delivered as a part of the related Servicing File; (ix) have a then-current Debt Service Coverage Ratio at least equal to the
greater of (1) the original Debt Service Coverage Ratio of the Removed Mortgage Loan as of the Closing Date and (2) 1.25x; (x)
be determined by an Opinion of Counsel (at the applicable Mortgage Loan Seller’s expense) to be a “qualified replacement
mortgage” within the meaning of Section 860G(a)(4) of the Code; (xi) not have a maturity date or an amortization period
that extends to a date that is after the date that is two years prior to the Rated Final Distribution Date; (xii) have comparable
prepayment restrictions to those of the Replaced Mortgage Loan; (xiii) not be substituted for a Removed Mortgage Loan unless the
Certificate Administrator and the Trustee have received a Rating Agency Confirmation from each of the Rating Agencies (the cost,
if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan Seller; (xiv) have been approved,
so long as no Control Termination Event has occurred and is not continuing, by the Directing Holder; (xv) prohibit defeasance
within two years after the Closing Date; (xvi) not be substituted for a Removed Mortgage Loan if it would result in the termination
of the REMIC status of any Trust REMIC or


 






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the imposition of tax on any Trust REMIC other than a tax on income expressly permitted
or contemplated to be received by the terms of this Agreement, as determined by an Opinion of Counsel (at the cost of the applicable
Mortgage Loan Seller); (xvii) have an engineering report that indicates no material adverse property condition or deferred maintenance
with respect to the related Mortgaged Property that will be delivered as a part of the related Servicing File; and (xviii) be
current in the payment of all scheduled payments of principal and interest then due. In the event that one or more mortgage loans
are substituted for one or more Removed Mortgage Loans, then the amounts described in clause (i) shall be determined on the basis
of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan must individually satisfy each
of the requirements specified in clauses (ii) through (xviii) above, except the rates referred to in clause (ii) above and the
remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided
that no individual Mortgage Rate shall be lower than the highest Pass-Through Rate (that is a fixed rate not subject to a
cap equal to the WAC Rate) of any Class of Principal Balance Certificates having an outstanding Certificate Balance. When a Qualified
Substitute Mortgage Loan is substituted for a Removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the
Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Trustee and, for so long as no Consultation Termination Event has
occurred and is continuing, the Directing Holder.


 


“RAC
No-Response Scenario”: As defined in Section 3.30(a).


 


“Rated
Final Distribution Date”: The Distribution Date in July 2051. The Class S and Class R Certificates will not have a Rated
Final Distribution Date.


 


“Rating
Agency”: Any of S&P, Fitch or DBRS; provided, that with respect to any matter affecting a Non-Serviced Mortgage
Loan or any Serviced Whole Loan, “Rating Agency” shall also refer to any rating agency engaged to rate the Serviced
Companion Loan Securities related to such Serviced Whole Loan or securities related to such Non-Serviced Mortgage Loan, as applicable.


 


“Rating
Agency Confirmation” shall mean, with respect to any matter, confirmation in writing (which may be in electronic form)
by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself,
result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates if then
rated by the Rating Agency; provided that a written waiver or other acknowledgment from any Rating Agency indicating its
decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement
for the Rating Agency Confirmation from such Rating Agency with respect to such matter. At any time during which no Certificates
are rated by a Rating Agency, no Rating Agency Confirmation shall be required from that Rating Agency. With respect to any matter
affecting any Serviced Companion Loan, any Rating Agency Confirmation shall also refer to a comparable confirmation from the nationally
recognized statistical rating organizations then rating the securities representing an interest in such loan with respect to such
rating organizations’ respective ratings of such securities.


 






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“Rating
Agency Q&A Forum and Document Request Tool”: As defined in Section 3.14(d) of this Agreement.


 


“Real
Property”: Land or improvements thereon such as buildings or other inherently permanent structures thereon (including
items that are structural components of the buildings or structures), in each such case as such terms are used in the REMIC Provisions.


 


“Realized
Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of
the Principal Balance Certificates, after giving effect to distributions of principal on such Distribution Date, exceeds (ii)
the aggregate Stated Principal Balance of the Mortgage Loans in the Mortgage Pool (for purposes of this calculation, aggregate
Stated Principal Balance will not be reduced by the amount of principal payments received on the Mortgage Loans that were used
to reimburse the Master Servicer or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed
Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances), including any
REO Loans (but in each case, excluding any Companion Loan), as of the end of the last day of the related Collection Period.


 


“Reassignment
of Assignment of Leases, Rents and Profits”: As defined in Section 2.01(a)(viii) of this Agreement.


 


“Record
Date”: With respect to each Distribution Date, the close of business on the last Business Day of the calendar month
immediately preceding the month in which such Distribution Date occurs.


 


“Regular
Certificates”: The Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D,
Class A-M, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates.


 


“Regulation
AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as
such rules may be amended from time to time, and subject to such clarification and interpretation as have been provided by the
Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each
case as effective from time to time as of the compliance dates specified therein.


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 


“Regulation
S Global Certificate”: Each of the Class X-B, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR and Class H-RR
Certificates issued as such on the Closing Date.


 


“Regulation
S Investor”: With respect to a transferee of an interest in a Regulation S Global Certificate, a transferee that acquires
such interest pursuant to Regulation S.


 


“Regulation
S Transfer Certificate”: As defined in Section 5.02(c)(i)(B) of this Agreement.


 






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“Regulatory
Agencies” As defined in the definition of “Risk Retention Rule”.


 


“Reimbursement
Rate”: The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section
3.21(e) and P&I Advances in accordance with Section 4.07(h), which rate per annum shall equal the Prime
Rate. Interest at the Reimbursement Rate will accrue from (and including) the date on which the related Advance is made or the
related expense incurred to (but excluding) the date on which such amounts are recovered out of amounts received on the Mortgage
Loan as to which such Advances were made or servicing expenses incurred or the first Master Servicer Remittance Date after a determination
of non-recoverability, as the case may be, is made; provided that such interest at the Reimbursement Rate will continue
to accrue to the extent funds are not available in the Collection Accounts for such reimbursement of such Advance; provided,
further, that no interest will accrue on any P&I Advance (i) made with respect to a Mortgage Loan until after the related
Due Date has passed and any applicable Grace Period has expired or (ii) if the related Periodic Payment is received after the
Determination Date but on or prior to the Business Day immediately prior to the related Distribution Date.


 


“Relevant
Distribution Date”: With respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and
(b) any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization
holding a Serviced Companion Loan, the “Distribution Date” (or analogous concept) under the related Other Pooling
and Servicing Agreement.


 


“Relevant
Servicing Criteria”: The Servicing Criteria applicable to each Reporting Servicer (as set forth, with respect to the
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee on Schedule II to this Agreement).
For clarification purposes, multiple Reporting Servicers can have responsibility for the same Relevant Servicing Criteria and
some of the Servicing Criteria will not be applicable to certain Reporting Servicers. With respect to a Servicing Function Participant
engaged by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, the term “Relevant Servicing
Criteria” refers to the items of the Relevant Servicing Criteria applicable to the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee that engaged such Servicing Function Participant that are applicable to such Servicing
Function Participant based on the functions it has been engaged to perform.


 


“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code and the REMIC Provisions.


 


“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear
at Section 860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations (including any
applicable proposed regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 


“Removed
Mortgage Loan”: A Mortgage Loan which is repurchased from the Trust Fund pursuant to the terms hereof or as to which
one or more Qualified Substitute Mortgage Loans are substituted.


 






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“Rents
from Real Property”: With respect to any Serviced REO Property, gross income of the character described in Section 856(d)
of the Code, which income, subject to the terms and conditions of that Section of the Code in its present form, does not include:


 


(a)           except
as provided in Section 856(d)(4) or Section 856(d)(6) of the Code, any amount received or accrued, directly or indirectly, with
respect to such Serviced REO Property, if the determination of such amount depends in whole or in part on the income or profits
derived by any Person from such property (unless such amount is a fixed percentage or percentages of receipts or sales and otherwise
constitutes Rents from Real Property);


 


(b)           any
amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including by
attribution) a ten percent or greater interest in such Person determined in accordance with Sections 856(d)(2)(B) and Section
856(d)(5) of the Code;


 


(c)           any
amount received or accrued, directly or indirectly, with respect to such Serviced REO Property if any Person Directly Operates
such Serviced REO Property;


 


(d)           any
amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings
of a similar class in the same geographic market as such Serviced REO Property within the meaning of Treasury Regulations Section
1.856-4(b)(1) (whether or not such charges are separately stated); and


 


(e)           rent
attributable to personal property unless such personal property is leased under, or in connection with, the lease of such Serviced
REO Property and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or
accrued under, or in connection with, the lease.


 


“REO
Account”: As defined in Section 3.15(b) of this Agreement.


 


“REO
Loan”: Any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) or Serviced Whole Loan as to which the related Mortgaged
Property has become an REO Property.


 


“REO
Proceeds”: With respect to any Serviced REO Property and the related Serviced REO Loan, all revenues received by the
Special Servicer with respect to such Serviced REO Property or Serviced REO Loan which do not constitute Liquidation Proceeds.


 


“REO
Property”: A Mortgaged Property title to which has been acquired by the Special Servicer on behalf of the Trust Fund
through foreclosure, deed-in-lieu of foreclosure or otherwise, or in the case of a Non-Serviced Mortgage Loan, the Trust Fund’s
beneficial interest in the Mortgaged Property acquired by the Other Trustee pursuant to the Other Pooling and Servicing Agreement.


 


“Replacement
Mortgage Loan”: Any Qualified Substitute Mortgage Loan that is substituted for one or more Removed Mortgage Loans.


 






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“Reporting
Servicer”: As defined in Section 10.12 of this Agreement.


 


“Repurchase
Communication”: For purposes of Section 2.03(d) of this Agreement only, any communication, whether oral or written,
which need not be in any specific form.


 


“Repurchase”:
As defined in Section 2.03(d) of this Agreement.


 


“Repurchase
Request”: As defined in Section 2.03(d) of this Agreement.


 


“Repurchase
Request Recipient”: As defined in Section 2.03(d) of this Agreement.


 


“Repurchase
Request Rejection”: As defined in Section 2.03(d) of this Agreement.


 


“Repurchase
Request Withdrawal”: As defined in Section 2.03(d) of this Agreement.


 


“Request
for Release”: A request for a release signed by a Servicing Officer, substantially in the form of Exhibit E to
this Agreement.


 


“Requesting
Certificateholder”: As defined in Section 2.03(l)(iii).


 


“Requesting
Holders”: As defined in Section 4.08(b) of this Agreement.


 


“Requesting
Investor”: As defined in Section 5.05(a) of this Agreement.


 


“Reserve
Accounts”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, reserve
accounts, if any, established pursuant to the Mortgage or the Loan Agreement and any Escrow Account. Any Reserve Account may be
a sub-account of a related Cash Collateral Account. Any Reserve Account shall be beneficially owned for federal income tax purposes
by the Person who is entitled to receive the reinvestment income or gain thereon in accordance with the terms and provisions of
the related Mortgage Loan or Serviced Whole Loan and Section 3.07 of this Agreement, which Person shall be taxed on all
reinvestment income or gain thereon. The Master Servicer shall be permitted to make withdrawals therefrom for deposit into the
related Cash Collateral Account, if applicable, or the Collection Account or for the purposes set forth under the related Loan
Documents for the related Mortgage Loan or Serviced Whole Loan.


 


“Resolution
Extension Period” shall mean:


 


(a)           for
purposes of remediating a Material Breach with respect to any Mortgage Loan, the 90-day period following the end of the applicable
Initial Resolution Period;


 


(b)           for
purposes of remediating a Material Defect with respect to any Mortgage Loan that is a Performing Loan at the commencement of,
and does not become a Specially Serviced Loan during, the applicable Initial Resolution Period, the period


 






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commencing at the end
of the applicable Initial Resolution Period and ending on, and including, the earlier of (i) the 90th day following the end of
such Initial Resolution Period and (ii) the 45th day following the applicable Mortgage Loan Seller’s receipt of written
notice from the Master Servicer or the Special Servicer of the occurrence of any Servicing Transfer Event with respect to such
Mortgage Loan subsequent to the end of such Initial Resolution Period;


 


(c)           for
purposes of remediating a Material Defect with respect to any Mortgage Loan that is a Performing Loan as of the commencement of
the applicable Initial Resolution Period, but as to which a Servicing Transfer Event occurs during such Initial Resolution Period,
the period commencing at the end of the applicable Initial Resolution Period and ending on, and including, the 90th day following
the earlier of the end of such Initial Resolution Period and the applicable Mortgage Loan Seller’s receipt of written notice
from the Master Servicer or the Special Servicer of the occurrence of such Servicing Transfer Event; and


 


(d)           for
purposes of remediating a Material Defect with respect to any Mortgage Loan that is a Specially Serviced Loan as of the commencement
of the applicable Initial Resolution Period, zero (-0-) days; provided that, if the applicable Mortgage Loan Seller did
not receive written notice from the Master Servicer or the Special Servicer of the relevant Servicing Transfer Event as of the
commencement of the applicable Initial Resolution Period, then such Servicing Transfer Event shall be deemed to have occurred
during such Initial Resolution Period and clause (c) of this definition will be deemed to apply.


 


“Resolution
Failure”: As defined in Section 2.03(k).


 


“Resolved”:
With respect to a Repurchase Request, (i) that the related Defect or Breach has been cured, (ii) the related Mortgage Loan has
been repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for
the related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan Seller
made the Loss of Value Payment, (v) a contractually binding agreement entered into between the Enforcing Servicer, on behalf of
the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the related
Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust as a result of a sale or
other disposition in accordance with this Agreement.


 


“Responsible
Officer”: When used with respect to the Trustee or the Certificate Administrator, any officer of the Trustee or the
Certificate Administrator, as the case may be, assigned to the Corporate Trust Office of such party; in each case, with direct
responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom
such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and, in the
case of any certification required to be signed by a Responsible Officer, such an officer whose name and specimen signature appears
on a list of corporate trust officers furnished to the Master Servicer by the Trustee and the Certificate Administrator, as such
list may from time to time be amended.


 


“Restricted
Certificate”: As defined in Section 5.02(k) of this Agreement.


 






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“Restricted
Mezzanine Holder”: A holder of a related mezzanine loan that has been accelerated or as to which the mezzanine lender
has initiated foreclosure or enforcement proceedings against the equity collateral pledged to secure such mezzanine loan.


 


“Restricted
Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which the Certificates
are first offered to persons other than the Initial Purchasers and any other distributor (as defined in Regulation S) of the Certificates
and (b) the Closing Date.


 


“Retained
Certificate”: Individually and collectively, the HRR Certificates.


 


“Retained
Defeasance Rights and Obligations”: Any of the rights and obligations of GACC and CREFI defined in Section 3.26(i).


 


“Retained
Interest Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed
to be owned by the Holder(s) of the Retained Certificates in proportions equal to their respective Percentage Interests.


 


“Retaining
Parties”: Any Holder of a Retained Certificate and any successor Holder of such Retained Certificate.


 


“Retaining
Sponsor”: GACC.


 


“Revised
Rate”: With respect to those Mortgage Loans on the Mortgage Loan Schedule indicated as having a revised rate, the increased
interest rate after the Anticipated Repayment Date (in the absence of a default) for each applicable Mortgage Loan, as calculated
and as set forth in the related Mortgage Loan.


 


“Risk
Retention Affiliate” or “Risk Retention Affiliated”: An “affiliate of” or “affiliated
with”, as such terms are defined in 12 C.F.R. 244.2 of the Risk Retention Rule.


 


“Risk
Retention Rule”: The Credit Risk Retention regulations, 79 Fed. Reg. 77601, pages 77740-77766 (Dec. 24, 2014), jointly
promulgated by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal
Deposit Insurance Corporation, the Federal Housing Finance Agency, the Securities and Exchange Commission, and the Department
of Housing and Urban Development (the “Regulatory Agencies”) to implement the credit risk retention requirements
under Section 15G of the Securities Exchange Act of 1934 (as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act), as such regulations may be amended from time to time by such Regulatory Agencies, and subject to such clarification
and interpretation as have been provided by such Regulatory Agencies, whether in the adopting release, or as may be provided by
any such Regulatory Agency or its staff from time to time, in each case, as effective from time to time as of the applicable compliance
date specified therein.


 


“Rule
144A”: Rule 144A under the Act.


 






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“Rule
144A Global Certificate”: Each of the Class X-B, Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR and Class H-RR
Certificates issued as such on the Closing Date.


 


“Rule
15Ga-1 Notice”: As defined in Section 2.03(d) of this Agreement.


 


“Rule
15Ga-1 Notice Provider”: As defined in Section 2.03(d) of this Agreement.


 


“S&P”:
S&P Global, a Standard and Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or
its successor in interest. If neither such rating agency nor any successor remains in existence, “S&P” shall be
deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the other parties hereto, and specific ratings of S&P herein
referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Sarbanes
Oxley Act”: The Sarbanes Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including
any interpretations thereof by the Commission’s staff).


 


“Sarbanes
Oxley Certification”: As defined in Section 10.08 of this Agreement.


 


“Schedule
AL Additional File”: With respect to each CREFC® Schedule AL File prepared by the Master Servicer pursuant
to Section 3.13(a), any data file containing additional information or schedules regarding data points in such CREFC®
Schedule AL File required by Items 1111(h)(4) and/or 1111(h)(5) of Regulation AB and Item 601(b)(103) of Regulation S-K.


 


“Scheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal
portions of the following: (a) all Periodic Payments (excluding Balloon Payments) with respect to the Mortgage Loans due during
or, if and to the extent not previously received or advanced pursuant to Section 4.07 in respect of a preceding Distribution
Date (and not previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled
Payments with respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the
Borrower as of the Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a grace period ending,
after the related Determination Date, the related Due Date or last day of such grace period, as applicable, to the extent received
by the Master Servicer as of the Business Day preceding the Master Servicer Remittance Date) or (ii) advanced by the Master Servicer
or the Trustee, as applicable, pursuant to Section 4.07 in respect of such Distribution Date, and (b) all Balloon Payments
with respect to the Mortgage Loans to the extent received on or prior to the related Determination Date (or, with respect to each
Mortgage Loan with a Due Date occurring or a grace period ending, after the related Determination Date, the related Due Date or
last day of such grace period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the
Master Servicer Remittance Date), and to the extent not included in clause (a) above.


 






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“Secure
Data Room”: The “Secure Data Room” tab, which shall initially be located within the Certificate Administrator’s
Website (initially “www.ctslink.com”) on the page relating to this transaction.


 


“Securities
Legend”: As defined in Section 5.02(c)(iii) of this Agreement.


 


“Serviced
Companion Loan”: Each of Companion Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement.


 


“Serviced
Companion Loan Noteholder”: Any holder of a Serviced Companion Loan; provided that for so long as a Serviced
Companion Loan is included in an Other Securitization, for purposes of providing or distributing any reports, statements, notices
or other information required or permitted to be provided to a Serviced Companion Loan Noteholder hereunder, “Serviced Companion
Loan Noteholder” shall also include the related Other Servicer.


 


“Serviced
Companion Loan Noteholder Register”: As defined in Section 3.27(b) of this Agreement.


 


“Serviced
Companion Loan Rating Agency”: With respect to any Serviced Companion Loan, any rating agency that was engaged by a
participant in the securitization of such Serviced Companion Loan to assign a rating to the related Serviced Companion Loan Securities.


 


“Serviced
Companion Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of
a Serviced Companion Loan or Serviced REO Loan as to which any Serviced Companion Loan Securities exist, confirmation in writing
(which may be in electronic form) by each applicable Serviced Companion Loan Rating Agency that a proposed action, failure to
act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then current
rating assigned to any class of such Serviced Companion Loan Securities (if then rated by such Serviced Companion Loan Rating
Agency); provided that upon receipt of a written waiver or other acknowledgment from a Serviced Companion Loan Rating Agency
indicating its decision not to review or declining to review the matter for which the Serviced Companion Loan Rating Agency Confirmation
is sought (such written notice, a “Serviced Companion Loan Rating Agency Declination”), or as otherwise provided
in Section 3.30 of this Agreement, the requirement for the Serviced Companion Loan Rating Agency Confirmation from the
applicable Serviced Companion Loan Rating Agency with respect to such matter shall not apply.


 


“Serviced
Companion Loan Securities”: With respect to any Serviced Companion Loan so long as the related Mortgage Loan or any
successor Serviced REO Loan is part of the Mortgage Pool, any class of securities backed by such Serviced Companion Loan. Any
reference herein to a “series” of Serviced Companion Loan Securities shall refer to separate securitizations of one
or more of the Serviced Companion Loans.


 


“Serviced
Companion Loan Service Provider”: With respect to any Serviced Mortgage Loan, any related Other Trustee, Other Servicer,
Other Special Servicer and any related sub-servicer, as applicable, and any other Person that makes principal and/or interest


 






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advances in respect of such mortgage loan pursuant to the related Other Pooling and Servicing Agreement.


 


“Serviced
Mortgage Loan”: Any Mortgage Loan that is included in the Trust and serviced under this Agreement. For the avoidance
of doubt, “Serviced Mortgage Loans” exclude any Non-Serviced Mortgage Loan.


 


“Serviced
Pari Passu Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Whole Loan.


 


“Serviced
Pari Passu Companion Loan Noteholder”: Any holder of a Serviced Pari Passu Companion Loan.


 


“Serviced
Pari Passu Whole Loan”: Each of the Whole Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement that has at least one Serviced Pari Passu Companion Loan.


 


“Serviced
REO Loan”: Any REO Loan that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced
REO Property”: Any REO Property that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced
Subordinate Companion Loan”: With respect to any Serviced Whole Loan, any related mortgage note not included in the
Trust that is serviced under this Agreement and that is generally subordinated in right of payment to the related Mortgage Loan
included in the Trust to the extent set forth in the related Intercreditor Agreement. There are no Serviced Subordinate Companion
Loans related to the Trust.


 


“Serviced
Whole Loan”: Each of the Whole Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement.


 


“Serviced
Whole Loan Collection Account”: With respect to each Serviced Whole Loan, the separate account or sub-account created
and maintained by the Master Servicer pursuant to Section 3.05(g) on behalf of the Certificateholders and the related Serviced
Companion Loan Noteholders, which shall be entitled “Wells Fargo Bank, National Association, as Master Servicer, on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of Deutsche Mortgage & Asset Receiving
Corporation, Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4, Serviced Whole Loan
Collection Account.” Amounts in any Serviced Whole Loan Collection Account applicable to the related Serviced Companion
Loans shall not be assets of the Trust Fund, but instead shall be held by the Master Servicer on behalf of the Trust Fund (in
respect of amounts reimbursable therefrom) and, the related Serviced Companion Loan Noteholders. Any such account or sub-account
shall be an Eligible Account or a sub-account of an Eligible Account (including a sub-account of the Collection Account).


 


“Serviced
Whole Loan Remittance Amount”: For each distribution date that a Master Servicer is required to make a distribution
to a Serviced Companion Loan Noteholder


 






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pursuant to Section 3.05(h) and with respect to each Serviced Whole Loan and related
Mortgaged Property (if it becomes a Serviced REO Property), any amount received by the Master Servicer (or, with respect to a
Serviced REO Property, the Special Servicer) during the related Collection Period that is payable to the Serviced Companion Loan
Noteholder(s) pursuant to the related Intercreditor Agreement or to be remitted to the Collection Account.


 


“Serviced
Whole Loan Remittance Date”: With respect to any Serviced Companion Loan, (x) prior to contribution of such Serviced
Companion Loan to an Other Securitization, a date as set forth in the related Intercreditor Agreement (or if no such date is specified,
the Master Servicer Remittance Date) and (y) following contribution of such Serviced Companion Loan to an Other Securitization,
the earlier of (A) the Master Servicer Remittance Date or (B) the Business Day immediately succeeding the “determination
date” set forth in the related Other Pooling and Servicing Agreement, or such earlier date as required by the related Intercreditor
Agreement; provided, however, that, unless otherwise required under the related Intercreditor Agreement, no remittance
is required to be made until two (2) Business Days after receipt of the related Periodic Payment with respect to the related Serviced
Whole Loan.


 


“Serviced
Whole Loan REO Account”: As defined in Section 3.15(b) of this Agreement.


 


“Serviced
Whole Loan Special Servicer”: Any Person responsible for performing the duties of Special Servicer hereunder with respect
to a Serviced Whole Loan or any related Serviced REO Property.


 


“Service(s)(ing)”:
In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans or any other assets of the Trust by
an entity that meets the definition of “servicer” set forth in Item 1101 of Regulation AB and is referenced in the
disclosure requirements set forth in Item 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this
term shall have the meaning commonly understood by participants in the commercial mortgage-backed securities market.


 


“Servicer
Termination Event”: A Master Servicer Termination Event or Special Servicer Termination Event, as applicable.


 


“Servicing
Advance”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and administering of (a) a Serviced Mortgage Loan and any related
Serviced Companion Loan, in respect of which a default, delinquency or other unanticipated event has occurred or as to which a
default is reasonably foreseeable or (b) a Mortgaged Property securing a Serviced Mortgage Loan or an REO Property, including,
in the case of each of such clause (a) and clause (b), but not limited to, (x) the cost of (i) compliance with the
Master Servicer’s obligations set forth in Section 3.04, (ii) the preservation, restoration and protection of a Mortgaged
Property, (iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature described in clauses
(i) – (vi) of the definition of “Liquidation Proceeds,” (iv) any enforcement or judicial proceedings
with respect to a Mortgaged Property, including foreclosures and (v) the operation, leasing, management, maintenance and liquidation
of any REO Property and (y) any amount specifically designated


 






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herein to be paid as a “Servicing Advance”. Notwithstanding
anything to the contrary, “Servicing Advances” shall not include allocable overhead of the Master Servicer or the
Special Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related
expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase
of a Mortgage Loan or REO Property. None of the Master Servicer, the Special Servicer or the Trustee shall make any Servicing
Advance in connection with the exercise of any cure rights or purchase rights granted to the holder of a Companion Loan under
the related Intercreditor Agreement or this Agreement.


 


“Servicing
Compensation”: With respect to any Collection Period, the related Servicing Fee, Net Prepayment Interest Excess, if
any, and any other fees, charges or other amounts payable to the Master Servicer under this Agreement for such period.


 


“Servicing
Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from time to
time.


 


“Servicing
Fee”: With respect to each Mortgage Loan or Serviced Companion Loan and for any Distribution Date, an amount per Interest
Accrual Period equal to the product of (i) the respective Servicing Fee Rate (adjusted to a monthly rate) and (ii) the Stated
Principal Balance of such Mortgage Loan or Serviced Companion Loan as of the Due Date in the immediately preceding Collection
Period (without giving effect to payments of principal on such Mortgage Loan or Serviced Pari Passu Companion Loan on such Due
Date). The Servicing Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. For
the avoidance of doubt, with respect to each Mortgage Loan, the Servicing Fee shall be deemed payable from the Lower-Tier REMIC.


 


“Servicing
Fee Amount”: With respect to the Master Servicer and any date of determination, the aggregate of the products obtained
by multiplying, for each Mortgage Loan or Serviced Pari Passu Companion Loan, (a) the Stated Principal Balance of such Mortgage
Loan or Serviced Pari Passu Companion Loan as of the end of the immediately preceding Collection Period and (b) the difference
between the Servicing Fee Rate for such Mortgage Loan or Serviced Pari Passu Companion Loan over the servicing fee rate (if any)
applicable to such Mortgage Loan or Serviced Pari Passu Companion Loan as specified in any Sub-Servicing Agreement related to
such Mortgage Loan or Serviced Pari Passu Companion Loan. With respect to each Sub-Servicer and any date of determination, the
aggregate of the products obtained by multiplying, for each Mortgage Loan or Serviced Pari Passu Companion Loan serviced by such
Sub-Servicer, (a) the Stated Principal Balance of such Mortgage Loan or Serviced Pari Passu Companion Loan as of the end of the
immediately preceding Collection Period and (b) the servicing fee rate specified in the related Sub-Servicing Agreement for such
Mortgage Loan or the Serviced Pari Passu Whole Loan.


 


“Servicing
Fee Rate”: (A) With respect to each Mortgage Loan, the sum of the Master Servicing Fee Rate and the related Primary
Servicing Fee Rate, if any, which rates per annum are set forth on Exhibit B to this Agreement and (B) with respect
to each Serviced Companion Loan, the rate set forth on Exhibit B to this Agreement under the column labeled “Primary Servicing
Fee Rate”.


 






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“Servicing
File”: As defined in the related Mortgage Loan Purchase Agreement and including any original or copy of any replacement
comfort letter related to any hospitality property following receipt thereof by the Master Servicer.


 


“Servicing
Function Participant”: Any Person, other than the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor or the Asset Representations Reviewer, that, within the meaning of Item 1122 of Regulation
AB, is performing activities that address the Servicing Criteria, unless such Person’s activities relate only to 5% or less
of the Mortgage Loans (based on their Stated Principal Balance) or the Master Servicer has assumed responsibility for the servicing
activity, as provided for under Regulation AB. No Non-Serviced Mortgage Loan Service Provider shall be a Servicing Function Participant
retained by any Servicing Function Participant that is a party to this Agreement, unless such party is a Servicing Function Participant
in connection with its servicing obligations under this Agreement.


 


“Servicing
Officer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved in, or responsible
for, the administration and servicing of the Mortgage Loans and/or Serviced Companion Loans, or this Agreement and also, with
respect to a particular matter, any other officer to whom such matter is referred because of such officer’s or employee’s
knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing
Officer, such an officer or employee whose name and specimen signature appears on a list of servicing officers furnished to the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee by the Master Servicer or
the Special Servicer, as applicable, as such list may from time to time be amended.


 


“Servicing
Shift Lead Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other
evidence of indebtedness and/or agreements evidencing the indebtedness of a Borrower under such Servicing Shift Whole Loan including
any amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Other
Securitization will cause servicing to shift from this Agreement to the related Other Pooling and Servicing Agreement pursuant
to the terms of the related Intercreditor Agreement for such Servicing Shift Whole Loan. There are no Servicing Shift Lead Notes
related to the Trust.


 


“Servicing
Shift Mortgage Loan” With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that
will be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the pooling and
servicing agreement entered into in connection with the securitization of the related Controlling Companion Loan on and after
the date of such securitization. There are no Servicing Shift Mortgage Loans related to the Trust.


 


“Servicing
Shift Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing
Shift Lead Note is included in a related Other Securitization, provided that such holder of a Servicing Shift Lead Note
provides each of the parties to this Agreement (in each case only to the extent such party will not also be a party to the related
Other Securitization) with notice in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift
Lead Note is to be included in such Other Securitization,


 






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which notice shall include contact information for each party to the
related Other Pooling and Servicing Agreement and the identity of the other related “controlling class representative”
(or analogous term).


 


“Servicing
Shift Whole Loan”: A Whole Loan that is serviced and administered pursuant to this Agreement. As of the Closing Date,
each Whole Loan identified as a “Serviced Whole Loan” or “Servicing Shift Whole Loan” under the heading
“Whole Loan Type” in the Preliminary Statement hereto is a Serviced Whole Loan. After the related Servicing Shift
Securitization Date, a Servicing Shift Whole Loan will cease to be a Serviced Whole Loan.


 


“Servicing
Standard”: With respect to the Master Servicer and the Special Servicer, to diligently service and administer the applicable
Serviced Mortgage Loans and any related Serviced Companion Loans, Specially Serviced Loans and Serviced REO Loans for which each
is responsible in the best interests of and for the benefit of all of the Certificateholders and, in the case of any Serviced
Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and Serviced
Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with any related Subordinate
Companion Loan(s), taking into account the subordinate nature of such Subordinate Companion Loan(s)), as determined by the Master
Servicer or the Special Servicer, as the case may be, in the exercise of its reasonable judgment) in accordance with applicable
law, the terms of this Agreement, the applicable Loan Documents and any related Intercreditor Agreement, and to the extent consistent
with the foregoing, in accordance with the higher of the following standards of care:


 


(a)           the
same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer,
as the case may be, services and administers similar mortgage loans for other third-party portfolios, and


 


(b)           the
same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services
and administers similar mortgage loans owned, if any, by the Master Servicer or the Special Servicer, as the case may be.


 


In
either case, with a view to the timely recovery of all payments of principal and interest under the applicable Mortgage Loans
or Serviced Whole Loans or, in the case of a Specially Serviced Loan or an REO Property, the maximization of timely recovery of
principal and interest on a net present value basis (determined in accordance with the Loan Documents or, if the Loan Documents
are silent, at the Calculation Rate) on the applicable Mortgage Loans or Serviced Whole Loans, and the best interests of the Trust
and the Certificateholders and, in the case of any Serviced Whole Loan, the related Serviced Companion Loan Noteholders, (as a
collective whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable, constituted a single lender
(and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the pari passu or
subordinate nature of such Subordinate Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case
may be, in its reasonable judgment in either case, giving due consideration to the customary and usual standards of practice of
prudent institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to
any potential conflict of interest arising from (a) any relationship that the Master Servicer or the


 






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Special Servicer, as the
case may be, or any Affiliate of the Master Servicer or the Special Servicer, may have with the related Borrower, any Mortgage
Loan Seller, any other party to this Agreement or any Affiliate of the foregoing; (b) the ownership of any Certificate or any
interest in any Non-Serviced Companion Loan, Serviced Companion Loan or any mezzanine loan or subordinate debt relating to a Mortgage
Loan by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (c) the Master Servicer’s
obligation, if any, to make Advances; (d) the Master Servicer’s or the Special Servicer’s, as the case may be, right
to receive compensation or reimbursement of costs for its services hereunder or with respect to any particular transaction; (e)
the ownership, servicing or management for others of any other mortgage loans, subordinate debt, mezzanine loans or mortgaged
properties not covered by this Agreement by the Master Servicer or the Special Servicer or any Affiliate of the Master Servicer
or the Special Servicer, as applicable; (f) any debt that the Master Servicer or the Special Servicer or any Affiliate of the
Master Servicer or the Special Servicer, as applicable, has extended to any Borrower or an Affiliate of any Borrower (including,
without limitation, any mezzanine financing); (g) any option to purchase any Mortgage Loan or the related Companion Loan the Master
Servicer or Special Servicer, as the case may be, or any of its affiliates may have; (h) any obligation of the Master Servicer,
the Special Servicer or one of their respective Affiliates, to repurchase or substitute for a Mortgage Loan as Mortgage Loan Seller
(if the Master Servicer or the Special Servicer or one of their respective affiliates is a Mortgage Loan Seller).


 


“Servicing
Transfer Event”: An event specified in the definition of Specially Serviced Loan.


 


“Significant
Obligor”: (a) Any obligor (as defined in Item 1101(i) of Regulation AB) or group of affiliated obligors on any Mortgage
Loan or group of Mortgage Loans that represent, as of the Closing Date, 10% or more of the Mortgage Pool (by principal balance
as of the Cut-off Date); or (b) any single Mortgaged Property or group of Mortgaged Properties securing any Mortgage Loan or group
of cross-collateralized and/or cross-defaulted Mortgage Loans that represent, as of the Closing Date, 10% or more of the Mortgage
Pool (by principal balance as of the Cut-off Date. For the avoidance of doubt, as of the Closing Date, there are no Significant
Obligors relating to the Trust.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following
the date on which financial statements for such calendar quarter are required to be delivered to the related lender under the
related Loan Documents.


 


“Significant
Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 90th day after the end
of such calendar year.


 


“Similar
Law”: As defined in Section 5.02(k) of this Agreement.


 


“Small
Loan Appraisal Estimate”: With respect to any Serviced Mortgage Loan and any related Serviced Companion Loan having
a Stated Principal Balance of less than $2,000,000, the Special Servicer’s good faith estimate of the value of the Mortgaged
Property


 






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securing such Mortgage Loan or Serviced Whole Loan, as certified to the Master Servicer by the Special Servicer.


 


“Sole
Certificateholder”: Any Holder (or Holders, provided they act in unanimity) holding 100% of the then outstanding Certificates
(including Certificates with Certificate Balances that have been actually or notionally reduced by any Realized Losses or Appraisal
Reduction Amounts, but excluding the Class S and Class R Certificates) or an assignment of the Voting Rights thereof; provided,
that the Notional Amounts or the Certificate Balances, as applicable, of the Class X-A, Class X-B and Class X-D Certificates and
the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C
and Class D Certificates have been reduced to zero.


 


“Special
Notice”: Any (a) notice transmitted to Certificateholders pursuant to Section 5.05(c) of this Agreement, (b)
notice of any request by at least 25% of the Voting Rights of the Certificates to terminate and replace the Special Servicer pursuant
to Section 3.22(d) of this Agreement, (c) notice of any request by at least 15% of the Voting Rights of the Certificates
to terminate and replace the Operating Advisor pursuant to Section 7.07(b) of this Agreement and (d) notice transmitted
to Certificateholders pursuant to Section 3.22(c) of this Agreement.


 


“Special
Servicer”: With respect to (i) each of the Serviced Mortgage Loans (other than any Excluded Special Servicer Mortgage
Loan) and any related Serviced Companion Loans, CWCapital Asset Management LLC, or its successor in interest, or any successor
special servicer appointed as provided herein and (ii) with respect to any Excluded Special Servicer Mortgage Loan, if any, the
related Excluded Special Servicer appointed pursuant to Section 3.22(j) of this Agreement, as applicable and as the context
may require.


 


“Special
Servicer Major Decision”: Any Major Decision under clauses (1)(a)(i), (1)(a)(ii), (1)(a)(iii)(C), and (1)(e) through
(1)(n) of the definition of “Major Decision”.


 


“Special
Servicer Servicing Personnel”: The divisions and individuals of any Special Servicer who are involved in the performance
of the duties of such Special Servicer under this Agreement.


 


“Special
Servicer Termination Event”: As defined in Section 7.01(b) of this Agreement.


 


“Special
Servicing Compensation”: With respect to any Serviced Mortgage Loan and any related Serviced Companion Loan, any of
the Special Servicing Fee, Workout Fee, Liquidation Fee and any other fees, charges or other amounts which shall be due to the
Special Servicer that are expressly provided for in Section 3.12 of this Agreement.


 


“Special
Servicing Fee”: With respect to each Specially Serviced Loan (or Serviced REO Loan) for each calendar month (or portion
thereof), the fraction of the Special Servicing Fee Rate applicable to such month, or portion thereof (determined using the same
interest accrual methodology that is applied with respect to the Mortgage Rate for such Mortgage Loan for such month) multiplied
by the Stated Principal Balance of such Specially Serviced Loan as of the Due Date (without giving effect to all payments of principal
on such Specially Serviced Loan or Serviced REO Loan on such Due Date) in the Collection Period prior to such


 






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Distribution Date
(or, in the event that a Principal Prepayment in full or an event described in clauses (i)-(vii) under the definition of Liquidation
Proceeds has occurred with respect to any such Specially Serviced Loan or Serviced REO Loan on a date that is not a Due Date,
on the basis of the actual number of days to elapse from and including the most recently preceding related Due Date to but excluding
the date of such Principal Prepayment or Liquidation Proceeds event in a month consisting of 30 days). For the avoidance of doubt,
the Special Servicing Fee shall be deemed to be paid from the Lower-Tier REMIC with respect to the Mortgage Loans.


 


“Special
Servicing Fee Rate”: A rate equal to 0.25% per annum.


 


“Specially
Serviced Loan”: Subject to Section 3.23 of this Agreement, any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Companion Loan with respect to which:


 


(a)           either
(i) with respect to such Mortgage Loan or Serviced Companion Loan, other than a Balloon Loan, a payment default shall have occurred
on such Mortgage Loan or Serviced Companion Loan at its Maturity Date or, if the Maturity Date of such Mortgage Loan or Serviced
Companion Loan has been extended in accordance herewith, a payment default occurs on such Mortgage Loan or Serviced Companion
Loan at its extended Maturity Date or (ii) with respect to a Balloon Loan, a payment default shall have occurred with respect
to the related Balloon Payment; provided, that if (A) the related Borrower is diligently seeking a refinancing or sale
of the related Mortgaged Property or Mortgaged Properties and delivers, on or prior to the related Maturity Date or extended Maturity
Date, a statement to that effect, and delivers, within 30 days following the related Maturity Date or extended Maturity Date,
a refinancing commitment, letter of intent or otherwise binding application for refinancing from an acceptable lender or a signed
purchase agreement reasonably acceptable to the Master Servicer (who shall promptly deliver a copy to the Special Servicer, the
Operating Advisor and the Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing),
(B) the related Borrower continues to make its Assumed Scheduled Payment, and (C) no other Servicing Transfer Event shall have
occurred with respect to such Mortgage Loan or Serviced Companion Loan, then a Servicing Transfer Event will not occur until the
earlier of (1) 120 days beyond the related Maturity Date or extended Maturity Date and (2) the termination of the refinancing
commitment;


 


(b)           any
Periodic Payment (other than a Balloon Payment or any other payment due under clause (a)(i) above in this definition), or any
amount due on a monthly basis as an Escrow Payment or reserve funds, is 60 days or more delinquent;


 


(c)           the
Master Servicer determines in its reasonable business judgment, exercised in accordance with the Servicing Standard, that (x)
a default consisting of a failure to make a payment of principal or interest is reasonably foreseeable or there is a significant
risk of such default or (y) any other default that is likely to impair the use or marketability of the related Mortgaged Property
or the value of the Mortgaged Property as security for the Mortgage Loan or, if applicable, Serviced Companion Loan is reasonably
foreseeable or there is a significant risk of such default, which monetary or other default, in either case, would likely continue
unremedied beyond the applicable grace period (or, if no grace period is specified, for a period of 60 days) and is not likely


 






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to be cured by the related Borrower within 60 days or, except as provided in clause (a)(ii) above, in the case of a Balloon Payment,
for at least 30 days;


 


(d)           the
related Borrower has become the subject of a decree or order of a court or agency or supervisory authority having jurisdiction
in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, or
the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs;


 


(e)           the
related Borrower consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings of or relating to such Borrower of or relating to all or substantially
all of its property;


 


(f)           the
related Borrower admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage
of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends
payment of its obligations;


 


(g)           a
default, of which the Master Servicer or Special Servicer has notice (other than a failure by such related Borrower to pay principal
or interest) and which in the opinion of the Master Servicer materially and adversely affects the interests of the Certificateholders
or any holder of a Serviced Companion Loan, if applicable, occurs and remains unremedied for the applicable grace period specified
in the Loan Documents for such Mortgage Loan or Serviced Companion Loan (or if no grace period is specified for those defaults
which are capable of cure, 60 days); or


 


(h)           the
Master Servicer or Special Servicer receives notice of the foreclosure or proposed foreclosure of any lien on the related Mortgaged
Property (each of clause (a) through (h), a “Servicing Transfer Event”);


 


provided,
that such Mortgage Loan or Serviced Companion Loan will cease to be a Specially Serviced Loan (each, a “Corrected
Mortgage Loan”) (i) with respect to the circumstances described in clauses (a) and (b) above, when the related Borrower
thereunder has brought such Mortgage Loan or Serviced Companion Loan current and thereafter made three consecutive full and timely
Periodic Payments, including pursuant to any workout of such Mortgage Loan or Serviced Companion Loan, (ii) with respect to the
circumstances described in clauses (c), (d), (e), (f) and (h) above, when such circumstances cease to exist in the good faith
judgment of the Special Servicer, or (iii) with respect to the circumstances described in clause (g) above, when such default
is cured (as determined by the Special Servicer in accordance with the Servicing Standard) or waived by the Special Servicer;
provided, in each case, that at that time no circumstance exists (as described above) that would cause such Mortgage Loan
or Serviced Companion Loan to continue to be characterized as a Specially Serviced Loan.


 


Notwithstanding
the foregoing, the Special Servicer may elect to deliver a written notice to the Master Servicer that a Mortgage Loan should be
a Specially Serviced Loan


 






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as a result of reasonably foreseeable default under clause (c) above. Upon receipt of any such written
notice, the Master Servicer shall deliver an Officer’s Certificate to each of the depositor and the special servicer with
its determination of whether to transfer such Mortgage Loan to special servicing under clause (c) above and the reasons for such
determination, and such determination will be conclusive with respect to a servicing transfer at that time.


 


If
a Servicing Transfer Event exists with respect to any Mortgage Loan included in a Serviced Whole Loan, then it will also be deemed
to exist with respect to the related Serviced Companion Loans, and vice versa.


 


“Specific
Grantor Trust Assets”: The Class S Specific Grantor Trust Assets.


 


“Startup
Day”: In the case of the Upper-Tier REMIC and the Lower-Tier REMIC, the day designated as such pursuant to Section
2.06(a) of this Agreement.


 


“Stated
Principal Balance”: With respect to any Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable,
on any date of determination, the principal balance as of the Cut-off Date of such Mortgage Loan, Serviced Companion Loan or Serviced
Whole Loan (or in the case of a Replacement Mortgage Loan, the outstanding principal balance as of the related date of substitution
and after application of all scheduled payments of principal and interest due on or before the related Due Date in the month of
substitution, whether or not received), as reduced (to not less than zero) on each Distribution Date by (i) all payments (or P&I
Advances in lieu thereof) of, and all other collections allocated as provided in Section 1.02 of this Agreement to, principal
of or with respect to such Mortgage Loan, the Serviced Companion Loan or Serviced Whole Loan, as applicable, that are distributed
to the Certificateholders on such Distribution Date or Serviced Companion Loan Noteholders on the related remittance date in the
same calendar month as such Distribution Date or applied to any other payments required under this Agreement or related Intercreditor
Agreement on or prior to such Distribution Date, and (ii) any principal forgiven by the Special Servicer (or with respect to a
Non-Serviced Mortgage Loan, by the related Other Special Servicer or other applicable servicer) and other principal losses realized
in respect of such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan during the related Collection Period (or with
respect to a Non-Serviced Mortgage Loan, other principal losses realized in respect of such Non-Serviced Mortgage Loan during
the related Collection Period as determined in accordance with the terms of the Other Pooling and Servicing Agreement).


 


A
Mortgage Loan or any related REO Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal
Balance until the Distribution Date on which Liquidation Proceeds, if any, are to be (or, if no such Liquidation Proceeds are
received, would have been) distributed to Certificateholders. The Stated Principal Balance of any Mortgage Loan or Serviced Whole
Loan with respect to which the Master Servicer or Special Servicer has made a Final Recovery Determination is zero.


 


“Sub-Servicer”:
Any Person engaged by the Master Servicer or the Special Servicer (including, for the avoidance of doubt, each Mortgage Loan Seller
Sub-Servicer and any primary servicer) to perform servicing activities with respect to one or more Mortgage Loans or REO Loans.


 






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“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, on the one hand, and any Sub-Servicer,
on the other hand, relating to servicing and administration of the Mortgage Loans as provided in Section 3.01(c) of this
Agreement.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master
Servicer or a Servicing Function Participant.


 


“Subject
Loans”: As defined in Section 11.02(a).


 


“Subordinate
Companion Loan”: With respect to any Whole Loan, any related subordinated loan not included in the Trust, which is subordinated
in right of payment to the related Mortgage Loan to the extent set forth in the related Intercreditor Agreement, which are identified
as “Subordinate” in the chart entitled “Whole Loans” in the Preliminary Statement.


 


“Subsequent
Asset Status Report”: As defined in Section 3.23(e).


 


“Substitution
Shortfall Amount”: In connection with the substitution of one or more Replacement Mortgage Loans for one or more Removed
Mortgage Loans, the amount, if any, by which the Purchase Price or aggregate Purchase Price, as the case may be, for such Removed
Mortgage Loan(s) exceeds the initial Stated Principal Balance or aggregate initial Stated Principal Balance, as the case may be,
of such Replacement Mortgage Loan(s).


 


“Tax
Returns”: The federal income tax returns on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation,
or any successor forms, to be filed by the Certificate Administrator on behalf of each of the Upper-Tier REMIC and the Lower-Tier
REMIC due to its classification as a REMIC under the REMIC Provisions and the federal income tax return to be filed by the Certificate
Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under subpart E, part I of subchapter
J of the Code, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders
or filed with the IRS or any other governmental taxing authority under any applicable provisions of federal law or Applicable
State and Local Tax Law.


 


“Terminated
Party”: As defined in Section 7.01(e) of this Agreement.


 


“Terminating
Party”: As defined in Section 7.01(e) of this Agreement.


 


“Termination
Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01 of this Agreement.


 


“Test”:
As defined in Section 11.01(b)(iii).


 


“Third
Party Appraiser”: A Person performing an Appraisal.


 






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“Third-Party
Purchaser”: Massachusetts Mutual Life Insurance Company, or any Person that purchases the HRR Certificates in accordance
with this Agreement and applicable laws and regulations.


 


“Third
Party Reports”: With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II
environmental report, seismic report, engineering report, structural report, property condition report or similar report, if any.


 


“Transaction
Parties”: As defined in Section 5.02(k)(1) of this Agreement.


 


“Transfer”:
Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R Certificate.


 


“Transfer
Restriction Period”: The period from the Closing Date to the earlier of:


 


(a)
the latest of (i) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced
to 33.0% of the aggregate Cut-off Date Balance of the Mortgage Loans; (ii) the date on which the aggregate outstanding principal
balance of the Principal Balance Certificates has been reduced to 33.0% of the aggregate outstanding principal balance of the
Principal Balance Certificates as of the Cut-off Date; and (iii) two years after the Closing Date; and


 


(b)
such time as when the Risk Retention Rule ceases to require the retention of risk with respect to the securitization of the Mortgage
Loans contemplated by this Agreement, resulting from the repeal, amendment or modification of all or any portion of the Risk Retention
Rule.


 


“Transferee
Affidavit”: As defined in Section 5.02(l)(ii) of this Agreement.


 


“Transferor
Letter”: As defined in Section 5.02(l)(ii) of this Agreement.


 


“Trust”
or “Trust Fund”: The corpus of the trust created hereby and to be administered hereunder, consisting of (in
each case, to the extent of the Trust Fund’s interest therein and specifically excluding any interest of any Serviced Companion
Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject to this Agreement, together with the Mortgage
Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after
the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO
Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any
indemnities or guaranties given as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund;
(ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the Distribution Accounts, any Gain-on-Sale Reserve
Account, the Interest Reserve Account and the Trust’s interest in any REO Account, including any amounts on deposit therein,
assets credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements
relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and
the Mortgaged Properties; (xii) the


 






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rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery
requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding
its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest
earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent
such interest belongs to the related Borrower). For the avoidance of doubt, no Retained Defeasance Rights and Obligations will
be an asset of the Trust.


 


“Trust
Ledger”: Amounts deposited in the Collection Account or a Serviced Whole Loan Collection Account and attributable to
the Mortgage Loans or related Serviced Whole Loan, respectively, which are maintained pursuant to Section 3.06(a) and Section
3.06(b) of this Agreement, as applicable, and held on behalf of the Trustee on behalf of the Certificateholders or held on
behalf of the Trustee on behalf of the Certificateholders and related Companion Loan Noteholders, as applicable.


 


“Trust
REMICs”: The Lower-Tier REMIC and the Upper-Tier REMIC.


 


“Trustee”:
Wilmington Trust, National Association, in its capacity as Trustee, or its successor in interest, or any successor Trustee appointed
as herein provided.


 


“Trustee
Personnel”: The divisions and individuals of the Trustee who are involved in the performance of the duties of the Trustee
under this Agreement.


 


“UCC”:
Uniform Commercial Code.


 


“Underwriters”:
Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Academy Securities, Inc. and Drexel
Hamilton, LLC and their respective successors in interest.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount
pursuant to Section 3.06(a) of this Agreement, as applicable, but that has not been recovered from the related Borrower
or otherwise from collections on or the proceeds of the Mortgage Loan or the applicable Serviced Whole Loan or Serviced REO Property
in respect of which the Advance was made.


 


“Unscheduled
Payments”: With respect to a Mortgage Loan and a Collection Period, all Net Liquidation Proceeds, Net Condemnation Proceeds
and Net Insurance Proceeds payable under such Mortgage Loan, the Purchase Price of any Mortgage Loan that is repurchased or purchased
pursuant to Section 2.03(e), Section 3.16 or Section 9.01 of this Agreement, the Substitution Shortfall Amount
with respect to any substitution pursuant to Section 2.03(g) of this Agreement and any other payments under or with respect
to such Mortgage Loan not scheduled to be made, including Principal Prepayments received by the Master Servicer (but excluding
Prepayment Premiums or Yield Maintenance Charges, if any) during such Collection Period.


 






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“Updated
Appraisal”: An Appraisal of a Mortgaged Property or Serviced REO Property, as the case may be, conducted subsequent
to any appraisal performed on or prior to the Cut-off Date and in accordance with Appraisal Institute standards, the costs of
which shall be paid as a Servicing Advance by the Master Servicer. Updated Appraisals shall be conducted by an Independent MAI
appraiser selected by the Special Servicer.


 


“Updated
Valuation”: With respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan having
a Stated Principal Balance of $2,000,000 or higher, an Updated Appraisal. With respect to a Mortgage Loan having a Stated Principal
Balance of less than $2,000,000, an updated Small Loan Appraisal Estimate or an Updated Appraisal.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:
(a) all Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal portion
of any other collections (exclusive of payments by Borrowers) received on the Mortgage Loans and any REO Properties on or prior
to the related Determination Date whether in the form of Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds, net
income, rents, and profits from REO Property or otherwise, that were identified and applied by the master servicer as recoveries
of previously unadvanced principal of the related Mortgage Loan; provided, that all such Liquidation Proceeds and Insurance
Proceeds and Condemnation Proceeds will be reduced by any unpaid Special Servicing Fees, Liquidation Fees, any amount related
to the Loss of Value Payments to the extent that such amount was transferred into the Collection Account during the related Collection
Period, accrued interest on Advances and other additional trust fund expenses incurred in connection with the related Mortgage
Loan, thus reducing the Unscheduled Principal Distribution Amount.


 


“Upper-Tier
Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the
Certificate Administrator pursuant to Section 3.05(f) of this Agreement, which shall be entitled “Wells Fargo Bank,
National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for
the benefit of the Holders of Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4,
Upper-Tier Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Upper-Tier
Distribution Account shall be an asset of the Upper-Tier REMIC.


 


“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests, the Upper-Tier
Distribution Account and amounts held therein from time to time.


 


“U.S.
Person”: A citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable
Treasury Regulations), or other entity created or organized in or under the laws of the United States, any state thereof or the
District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate
whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United
States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury


 






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Regulations, certain
trusts in existence on August 20, 1996 that have elected to be treated as U.S. Persons).


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificateholder or Class
of Certificateholders. At all times during the term of this Agreement, the percentage of Voting Rights assigned to each Class
shall be: (a) 98% to be allocated among the Certificateholders of the respective Classes Principal Balance Certificates in proportion
to the Certificate Balances (and solely in connection with any vote for purposes of determining whether to remove the Special
Servicer pursuant to Section 7.01(a) and the Operating Advisor pursuant to Section 7.07(a), taking into account
any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section
4.08(a) hereof) of their Certificates, (b) 2% to be allocated among the Certificateholders of the Class X-A, Class X-B and
Class X-D Certificates (allocated to the Class X-A, Class X-B and Class X-D Certificates on a pro rata basis based on their
respective outstanding Notional Amounts at the time of determination) and (c) 0%, in the case of the Class S and Class R Certificates.


 


“WAC
Rate”: With respect to any Distribution Date, a per annum rate equal to the fraction (expressed as a percentage)
the numerator of which is the sum for all Mortgage Loans of the product of (i) the Net Mortgage Rate for each such Mortgage Loan
as of the first day of the related Collection Period and (ii) the Stated Principal Balance of each such Mortgage Loan as of the
first day of the related Collection Period, and the denominator of which is the sum of the Stated Principal Balances of all Mortgage
Loans as of the first day of the related Collection Period (after giving effect to any payments received during any applicable
grace period).


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor
provisions.


 


“WHFIT
Regulations”: Treasury Regulations Section 1.671-5, as amended.


 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor
provisions.


 


“Whole
Loan”: With respect to any Mortgage Loan with a related Companion Loan and/or a related Subordinate Companion, such
Mortgage Loan and its related Companion Loan(s), collectively, as identified in the “Whole Loan” chart in the Preliminary
Statement. With respect to each Whole Loan, references herein to each such Whole Loan shall be construed to refer to the aggregate
indebtedness under the related Mortgage Loan and the related Companion Loan(s).


 


“Withheld
Amount”: With respect to each Mortgage Loan that accrues interest on an Actual/360 Basis, and with respect to each Distribution
Date occurring in January of each calendar year that is not a leap year and February of each calendar year, unless in either case
such Distribution Date is the final Distribution Date, an amount equal to one day’s interest at the Net Mortgage Rate on
the respective Stated Principal Balance as of the Due Date in the month preceding the month in which such Distribution Date occurs,
to the extent that a Periodic Payment or a P&I Advance is made in respect thereof.


 






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The
Withheld Amount for each applicable Distribution Date for each Mortgage Loan that does not accrue interest on a 30/360 basis will
be equal to 1/31 of the interest accrued in respect of the immediately preceding Due Date, to the extent a Periodic Payment or
P&I Advance is made in respect thereof.


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or, with respect to Servicing Advances, any Serviced Whole
Loan, the amount of any Advance made with respect to such Mortgage Loan or Serviced Whole Loan on or before the date such Mortgage
Loan or Serviced Whole Loan becomes (or, but for the making of three monthly payments under its modified terms, would then constitute)
a Corrected Mortgage Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i)
such Advance is not reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan
or Serviced Whole Loan becomes a Corrected Mortgage Loan and (ii) the amount of such Advance becomes an obligation of the related
Borrower to pay such amount under the terms of the modified Loan Documents.


 


“Workout
Fee”: An amount equal to the lesser of (1) 1.0% of each collection of interest and principal (including scheduled payments,
prepayments (provided that a repurchase or substitution by a Mortgage Loan Seller of a Mortgage Loan due to a Material
Defect or a Material Breach shall not be considered a prepayment for purposes of this definition), Balloon Payments and payments
at maturity, but excluding late payment charges, Default Interest and Excess Interest) received on a Specially Serviced Loan that
becomes a Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan, pursuant to Section 3.12(c) of this
Agreement and (2) $1,000,000, in the aggregate with respect to any particular workout of a Specially Serviced Loan; provided
that in the event the Workout Fee with respect to a Corrected Mortgage Loan is less than $25,000, then the Special Servicer
shall be entitled to an amount from the final payment on the related Corrected Mortgage Loan (including any related Serviced Companion
Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Mortgage Loan (including
any related Serviced Companion Loan) to be equal to $25,000; provided, further, that the Workout Fee with respect
to any Corrected Mortgage Loan shall be capped in accordance with Section 3.12(c) of this Agreement; provided, further
that no Workout Fee shall be payable by the Trust with respect to any Corrected Mortgage Loan if and to the extent that the
Corrected Mortgage Loan became a Specially Serviced Loan under clause (c) of the definition of “Specially Serviced Loan”
(and no other clause of such definition) and no event of default actually occurs, unless the Mortgage Loan or Serviced Companion
Loan is modified by the Special Servicer in accordance with the terms of this Agreement; provided, further that
if a Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced Loan only because of an event described in clause
(a) of the definition of “Specially Serviced Loan” and the related collection of principal and interest is received
within 4 months following the related maturity date as a result of the related Mortgage Loan or Serviced Companion Loan being
refinanced or otherwise repaid in full, the Special Servicer shall not be entitled to collect a Workout Fee out of the proceeds
received in connection with such workout if such fee would reduce the amount available for distributions to Certificateholders,
but the Special Servicer may collect from the related Borrower and retain (x) a workout fee, (y) such other fees as are provided
for in the related Loan Documents and (z) other appropriate fees in connection with such workout. After receipt by the Special
Servicer of Workout Fees with respect to a Corrected Mortgage Loan in an amount equal to $25,000, the total amount of


 






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Workout
Fees in excess of such $25,000 payable by the Trust with respect to such Corrected Mortgage Loan and with respect to any particular
workout (assuming, for the purposes of this calculation, that such Corrected Mortgage Loan continues to perform throughout its
term in accordance with the terms of the related workout) shall be reduced by the amount of any and all related Offsetting Modification
Fees received by the Special Servicer as additional servicing compensation relating to such Corrected Mortgage Loan; provided
that the Special Servicer shall be entitled to collect such Workout Fees from the Trust until such time it has been fully
paid such reduced amount. For the avoidance of doubt, the Mortgage Loan Seller will be required to pay a Workout Fee in connection
with a repurchase or substitution to the extent the Special Servicer was entitled to such a fee and such fee was unpaid immediately
prior to such repurchase or substitution or was previously paid by the Trust and was not reimbursed by the related Borrower immediately
prior to such repurchase or substitution. In furtherance of the foregoing, upon a Specially Serviced Loan becoming a Corrected
Mortgage Loan, the Special Servicer shall provide the Master Servicer with a calculation of the total amount of Workout Fees expected
to be payable by the Trust with respect to such Corrected Mortgage Loan throughout its term (which calculation shall be reasonably
acceptable to the Master Servicer) and the total amount of related Offsetting Modification Fees received by the Special Servicer.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan or Serviced Companion Loan, the yield maintenance charge set
forth in the related Loan Documents; provided that, amounts shall be considered Yield Maintenance Charges pursuant to the
allocation set forth under Section 1.02(f) or Section 1.02(g), as applicable.


 


Section
1.02  Certain Calculations. Unless otherwise specified herein, the following provisions shall apply:


 


(a)           All
calculations of interest with respect to the Mortgage Loans and Serviced Companion Loans (other than the Actual/360 Loans) and
of Advances in respect thereof provided for herein shall be made on the basis of a 360-day year consisting of twelve 30-day months.
All calculations of interest with respect to the Actual/360 Loans and of Advances provided in respect thereof provided for herein
shall be made as set forth in the Loan Documents for such Mortgage Loans and, if applicable, Serviced Companion Loans, with respect
to the calculation of the related Mortgage Rate. The Servicing Fee, the Certificate Administrator/Trustee Fee, the CREFC®
Intellectual Property Royalty License Fee and the Operating Advisor Fee for each Mortgage Loan or Serviced Whole Loan, as
applicable, shall accrue on the same basis as interest accrues on such Mortgage Loan or Serviced Whole Loan, as applicable.


 


(b)           Any
Mortgage Loan or Serviced Whole Loan payment is deemed to be received on the date such payment is actually received by the Master
Servicer or the Certificate Administrator; provided, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan or Serviced Whole Loan are deemed to be received on the date they are
applied in accordance with Section 3.01(b) of this Agreement to reduce the Stated Principal Balance of such Mortgage Loan
or Serviced Whole Loan on which interest accrues.


 


(c)           Except
as otherwise provided in the related Loan Documents or Intercreditor Agreement, any amounts received in respect of a Mortgage
Loan or Serviced Whole


 






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Loan as to which a default has occurred and is continuing in excess of Periodic Payments shall be applied
to Default Interest and other amounts due on such Mortgage Loan or Serviced Whole Loan prior to the application to late fees.


 


(d)           Allocations
of payments between a Mortgage Loan and the related Serviced Companion Loans in a Whole Loan shall be made in accordance with
the related Intercreditor Agreement.


 


(e)           If
an expense under this Agreement relates in the reasonable judgment of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Paying Agent, as applicable, primarily to the administration of the Trust Fund, any Trust REMIC
or the Grantor Trust or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions
or the actual payment of any REMIC tax or expense, or Grantor Trust tax or expense or this Agreement states that any expense is
solely “an expense of the Trust Fund” or words of similar import, then such expense shall not be allocated to, deducted
or reimbursed from, or otherwise charged against any Serviced Companion Loan Noteholder and such Serviced Companion Loan Noteholder
shall not suffer any adverse consequences as a result of the payment of such expense.


 


(f)            All
amounts collected by or on behalf of the Trust in respect of any Mortgage Loan (other than an REO Loan) in the form of payments
from the related Borrower, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (exclusive, if applicable, in the
case of a Mortgage Loan that is part of a Serviced Whole Loan, of any amounts payable to the holder of the related Serviced Companion
Loan, pursuant to the related Intercreditor Agreement) shall be allocated to amounts due and owing under the related Loan Documents
(including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Loan Documents
and, with respect to any Mortgage Loan that is part of a Serviced Whole Loan, the related Intercreditor Agreement; provided
that, absent such express provisions, all such amounts collected (exclusive, if applicable, in the case of a Mortgage Loan
that is part of a Serviced Whole Loan, of any amounts payable to the holder of the related Serviced Companion Loan pursuant to
the related Intercreditor Agreement) shall be deemed to be allocated for purposes of collecting amounts due under the Mortgage
Loan in the following order of priority:


 


(i)              as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan
and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid Additional Trust Fund
Expenses with respect to such Mortgage Loan;


 


(ii)             as
a recovery of Nonrecoverable Advances and any interest at the Reimbursement Rate thereon to the extent previously paid or reimbursed
from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Aggregate Principal Distribution
Amount);


 


(iii)            to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on such Mortgage
Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest


 






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on such
Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable Mortgage Loan Interest
Accrual Period, over (B) the sum of (x) the cumulative amount of the reductions (if any) in the amount of related P&I Advances
for such Mortgage Loan that have theretofore occurred under Section 4.07(d) of this Agreement in connection with Appraisal
Reduction Amounts (to the extent that collections have not been allocated as a recovery of accrued and unpaid interest pursuant
to clause (v) below on earlier dates) and (y) Accrued AB Loan Interest;


 


(iv)            to
the extent not previously allocated pursuant to clause (i) above, as a recovery of principal of such Mortgage Loan then due and
owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if such Mortgage Loan has
been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


(v)             as
a recovery of (i) accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if
any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.07(d)
of this Agreement in connection with related Appraisal Reduction Amounts and (ii) Accrued AB Loan Interest (in each of clause
(i) and (ii), to the extent that collections have not been allocated as recovery of accrued and unpaid interest pursuant to this
clause (v) on earlier dates);


 


(vi)            as
a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments
and insurance premiums and similar items relating to such Mortgage Loan;


 


(vii)           as
a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


(viii)          as
a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


(ix)            as
a recovery of any late payment charges and Default Interest and Excess Interest then due and owing under such Mortgage Loan;


 


(x)             as
a recovery of any Assumption Fees and Modification Fees then due and owing under such Mortgage Loan;


 


(xi)            as
a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated
to Operating Advisor Consulting Fees);


 


(xii)           as
a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and


 


(xiii)          in
the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 






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provided
that, to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the Mortgage
Loan Seller’s rights under the related Loan Documents) with respect to any partial release of a Mortgaged Property (including
in connection with a condemnation) at a time when the loan-to-value ratio of the related Mortgage Loan (or Serviced Whole Loan)
exceeds 125% or would exceed 125% following any partial release (based solely on the value of real property and excluding personal
property and going concern value, if any) must be collected and allocated to reduce the Stated Principal Balance of the Mortgage
Loan (or Serviced Whole Loan) in the manner permitted by the REMIC Provisions.


 


(g)           Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of amounts to be allocated to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of an REO Property
related to a Serviced Whole Loan, exclusive of any amounts payable to the holder of the related Serviced Companion Loan pursuant
to the related Intercreditor Agreement) shall be deemed to be allocated for purposes of collecting amounts due under the Mortgage
Loan in the following order of priority:


 


(i)              as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan
and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid Additional Trust Fund
Expenses with respect to such Mortgage Loan;


 


(ii)             as
a recovery of Nonrecoverable Advances and any interest at the Reimbursement Rate thereon to the extent previously allocated to
principal collections on the Mortgage Loans (as described in the first proviso in the definition of Aggregate Principal Distribution
Amount);


 


(iii)            to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on the related
Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest
on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable Mortgage Loan
Interest Accrual Period, over (B) the sum of (x) the cumulative amount of the reductions (if any) in the amount of related P&I
Advances for such Mortgage Loan that have theretofore occurred under Section 4.07(d) of this Agreement in connection with
Appraisal Reduction Amounts (to the extent that collections have not been allocated as a recovery of accrued and unpaid interest
pursuant to clause (v) below or clause (v) of Section 1.02(f) on earlier dates) and (y) Accrued AB Loan Interest;


 


(iv)            to
the extent not previously allocated pursuant to clause (i)-(ii) above, as a recovery of principal of the related Mortgage Loan
to the extent of its entire unpaid principal balance;


 


(v)             as
a recovery of (i) accrued and unpaid interest on the related Mortgage Loan to the extent of the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.07(d)
of this Agreement in connection with related Appraisal Reduction


 






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Amounts and (ii) Accrued AB Loan Interest (in each of clause
(i) and (ii), to the extent that collections have not theretofore been allocated as a recovery of accrued and unpaid interest
pursuant to this clause (v) or clause (v) of Section 1.02(f) on earlier dates);


 


(vi)            as
a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under the related Mortgage Loan;


 


(vii)           as
a recovery of any late payment charges and Default Interest and Excess Interest then due and owing under the related Mortgage
Loan;


 


(viii)          as
a recovery of any Assumption Fees and Modification Fees then due and owing under the related Mortgage Loan;


 


(ix)            as
a recovery of any other amounts then due and owing under the related Mortgage Loan other than remaining unpaid principal (if both
consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees); and


 


(x)              in
the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest.


 


(h)           The
applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (f) of this Section 1.02 shall be
determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect of
any Mortgage Loan, or any REO Property pursuant to paragraph (g) of this Section 1.02 shall be determined by the Special
Servicer in accordance with the Servicing Standard.


 


(i)            All
net present value calculations and determinations made hereunder with respect to the Mortgage Loans or a Mortgaged Property or
REO Property (including for purposes of the definition of “Servicing Standard”) shall be made in accordance
with the Loan Documents or, if the Loan Documents are silent, using the Calculation Rate.


 


(j)            For
purposes of calculations required herein, Excess Interest shall not be added to the outstanding principal balance of the Mortgage
Loans notwithstanding that the related Loan Documents may provide otherwise.


 


Section
1.03  Certain Constructions. For purposes of this Agreement, references to the most or next most subordinate Class
of Certificates outstanding at any time shall mean the most or next most subordinate Class of Certificates then outstanding as
among the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C, Class D, Class E-RR,
Class F-RR, Class G-RR and Class H-RR Certificates. For purposes of this Agreement, each Class of Principal Balance Certificates
shall be deemed to be outstanding only to the extent its respective Certificate Balance has not been reduced to zero. For purposes
of this Agreement, the Excess Interest Certificates shall be outstanding so long as any of the ARD Loans are outstanding. For
purposes of this Agreement, the Class R Certificates shall be outstanding so long as the Trust Fund has not been terminated pursuant
to Section 9.01 of this Agreement or any other Class of Certificates remains outstanding. For purposes of this


 






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Agreement,
each of the Class X-A, Class X-B and Class X-D Certificates shall be deemed to be outstanding until their respective Notional
Amounts have been reduced to zero.


 


Notwithstanding
anything to the contrary contained herein, for purposes of this Agreement, each reference to any action by the Master Servicer
or Special Servicer that is subject to the consent or approval of the Directing Holder or consultation with the Directing Holder,
the Operating Advisor, shall in each case be further subject to the determination by the Master Servicer or Special Servicer that
taking or refraining from taking the action as proposed by the Directing Holder or the Operating Advisor, or not taking such action
as proposed by the Master Servicer or Special Servicer if the Directing Holder or the Operating Advisor fails to grant its consent
or approval, or if the Directing Holder fails to express its concurrence, to any action proposed to be taken by the Master Servicer
or Special Servicer, in each case, is consistent with the Servicing Standard. In each case, (a) if the response by the Directing
Holder or the Operating Advisor hereunder is inconsistent with the Servicing Standard, the Master Servicer or the Special Servicer
shall take such action as is consistent with the Servicing Standard, and (b) if the Master Servicer or Special Servicer determines
that immediate action is necessary to protect the interests of the Certificateholders and, in the case of any Serviced Whole Loan,
the related Serviced Companion Loan Noteholders, (as a collective whole as if such Certificateholders and Serviced Companion Loan
Noteholders, as applicable, constituted a single lender (and with respect to any Serviced Whole Loan with a related Subordinate
Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)), and the Master Servicer or Special
Servicer, as applicable, has made a reasonable effort to contact the Directing Holder or the Operating Advisor, as applicable,
it may take such action without waiting for a response from the Directing Holder or the Operating Advisor, as applicable; provided
that the Special Servicer or Master Servicer, as applicable, shall provide the Directing Holder (or the Operating Advisor,
if applicable) with prompt written notice following such action including a reasonably detailed explanation of the basis for such
action.


 


Section
1.04  Certain Matters Relating to the Non-Serviced Mortgage Loans. Each Other Servicer, Other Special Servicer,
Other Depositor, Other Operating Advisor, Other Asset Representations Reviewer and Other Trustee, and any of their respective
directors, officers, employees or agents (as and to the same extent the securitization trust formed under the related Other Pooling
and Servicing Agreement is required to indemnify such parties in respect of other Mortgage Loans in the securitization trust formed
under the related Other Pooling and Servicing Agreement pursuant to the terms of the Other Pooling and Servicing Agreement) and
each Other Securitization (collectively, the “Other Indemnified Parties”), shall be indemnified by the Trust
and held harmless against the Trust’s pro rata share (subject to the related Intercreditor Agreement) of any and
all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs,
liabilities, fees and expenses incurred in connection with servicing and administration of or any actual or threatened legal action
or claim relating to the related Non-Serviced Mortgage Loan and the related non-serviced Mortgaged Property under the related
Other Pooling and Servicing Agreement, this Agreement or the related Intercreditor Agreement (but excluding any such losses allocable
to the related Companion Loans); provided that such indemnification will not extend to any losses, liabilities, costs or
expenses: (i) specifically required to be borne by such party, without right of reimbursement, pursuant to the terms of the related
Other Pooling and Servicing Agreement; (ii) incurred in connection with any legal action or claim against such party resulting
from any breach of a


 






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representation or warranty made by such person under the related Other Pooling and Servicing Agreement or
(iii) incurred in connection with any legal action or claim against such party resulting from any willful misfeasance, bad faith
or negligence in the performance of such Person’s obligations and duties under the related Other Pooling and Servicing Agreement
or the related Intercreditor Agreement or resulting from negligent disregard of such obligations and duties.


 


In
connection with the securitization of any Serviced Companion Loan while it is a Serviced Companion Loan, upon the request of (and
at the expense of) the related Companion Loan Noteholders, each of the Master Servicer, the Special Servicer, the Certificate
Administrator and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Companion Loan Noteholders in
attempting to cause the related Borrower to provide information relating to the related Serviced Whole Loan and the related notes,
and that such holders reasonably determine to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


On
each Servicing Shift Securitization Date (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage
File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by
the Custodian) for the related Servicing Shift Whole Loan to the related Other Trustee under the related Other Pooling and Servicing
Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable
Mortgage Loan Seller or the holder of the applicable Controlling Companion Loan that the applicable Servicing Shift Lead Note
has been or is being securitized on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests
in connection with such transfer of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve
funds and originals of items specified in Sections 2.01(a)(xix) and (xx) for the related Servicing Shift Whole Loan,
to the related Other Servicer on the related Servicing Shift Securitization Date.


 


Upon
receipt of notice from the applicable Mortgage Loan Seller or the holder of the applicable Controlling Companion Loan that the
applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, the
Master Servicer shall provide the Custodian with a Request for Release of the Mortgage File on the related Servicing Shift Securitization
Date and transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File to the related
Other Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing
Shift Securitization Date.


 


Article
II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section
2.01  Conveyance of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements. (a) The Depositor, concurrently
with the execution and delivery hereof on the Closing Date, does hereby establish a trust designated as “Benchmark 2018-B4
Mortgage Trust,” appoint the Trustee as trustee of the Trust Fund and sell, transfer, assign, set over and


 






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otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and
interest of the Depositor in and to the Mortgage Loans, including all rights to payment in respect thereof, except as set forth
below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor
of the Depositor, and a security interest in all Reserve Accounts, Lock-Box Accounts, Cash Collateral Accounts and all other assets
to the extent included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment
includes all interest and principal due on or with respect to the Mortgage Loans after the Cut-off Date and, in the case of a
Mortgage Loan included in a Whole Loan, is subject to the related Intercreditor Agreement. Transfer and assignment of a Non-Serviced
Mortgage Loan and the right to service a Non-Serviced Mortgage Loan is further subject to the terms and conditions of the Other
Pooling and Servicing Agreement and the related Intercreditor Agreement. The Depositor, concurrently with the execution and delivery
hereof, does also hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent
provided herein), for the benefit of the Certificateholders and the Serviced Companion Loan Noteholders, all the right, title
and interest of the Depositor in, to and under the Mortgage Loan Purchase Agreements as provided therein (excluding Sections 6(e)-(g)
of each Mortgage Loan Purchase Agreement, the representations, warranties and covenants in favor of the Depositor set forth in
clause (viii) of Section 4(b) of each Mortgage Loan Purchase Agreement and the Depositor’s rights and remedies with respect
to a breach thereof, and excluding the Depositor’s rights and remedies under the Indemnification Agreements) to the extent
related to any Mortgage Loan. The Depositor shall cause the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts relating
to the Mortgage Loans to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to
the Mortgage Loan Sellers.


 


With
respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this
Section 2.01(a) serve as an assignment and assumption agreement between the Depositor, as the assignor, and the Trustee
on behalf of the Trust, as the assignee. Accordingly, the Depositor hereby (and in accordance with and subject to all other applicable
provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Trustee all right, title
and interest of the Depositor in, to and arising out of the related Intercreditor Agreement and the Trustee on behalf of the Trust
hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and
obligations of the Depositor with respect to related Intercreditor Agreement from and after the Closing Date. In addition, the
Trustee acknowledges that any such Mortgage Loan that is part of a Serviced Whole Loan shall be serviced pursuant to the terms
of this Agreement.


 


In
connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Custodian, with copies
to the Master Servicer and the Special Servicer, the following documents or instruments with respect to each Mortgage Loan and
each Serviced Companion Loan (which, except for the Mortgage Note referred to in clause (i) below, relate to the Serviced Whole
Loan) so assigned (provided, the original of documents specified in clauses (xix) and (xx) shall be delivered to the Master
Servicer):


 


(i)            (A)
the original Mortgage Note, bearing, or accompanied by, all prior or intervening endorsements, endorsed by the most recent endorsee
prior to the Trustee or, if none, by the Originator, without recourse, either in blank and further showing a complete,


 






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unbroken
chain of endorsement from the Originator or to the order of the Trustee in the following form: “Pay to the order of Wilmington
Trust, National Association, as Trustee, for the benefit of the Holders of Benchmark 2018-B4 Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2018-B4, without recourse”; and (B) in the case of each related Serviced Companion Loan,
a copy of the executed Mortgage Note for such Serviced Companion Loan;


 


(ii)           (A)
the original (or a copy thereof certified from the applicable recording office) of the Mortgage and, (B) if applicable, the originals
(or copies thereof certified from the applicable recording office) of any intervening assignments thereof showing a complete chain
of assignment from the Originator of the Mortgage Loan or Serviced Whole Loan to the most recent assignee of record thereof prior
to the Trustee, if any, in each case with evidence of recording indicated thereon;


 


(iii)           an
original or copy (if the related Mortgage Loan Seller or its designee, rather than the Custodian and its designee, is responsible
for the recording thereof) of an Assignment of Mortgage, in recordable form (except for missing recording information and, if
delivered in blank, except for the name of the assignee), executed by the most recent assignee of record thereof prior to the
Trustee or, if none, by the Originator, either in blank or in favor of the Trustee in the following form: “Wilmington Trust,
National Association, as Trustee, for the benefit of the Holders of Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2018-B4” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced
Companion Loan Noteholders);


 


(iv)           (A)
an original or copy of any related security agreement (if such item is a document separate from the Mortgage) and, if applicable,
the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the Originator of the
related Mortgage Loan or Serviced Whole Loan to the most recent assignee thereof prior to the Trustee, if any; and (B) an original
assignment of any related security agreement (if such item is a document separate from the related Mortgage) executed by the most
recent assignee thereof prior to the Trustee or, if none, by the Originator, either in blank or in favor of the Trustee in the
following form: “Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of Benchmark 2018-B4
Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4” (in such capacity and, with respect to any
Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders), which assignment may be included as part of
the corresponding Assignment of Mortgage referred to in clause (iii) above;


 


(v)           (A)
stamped or certified copies of any UCC financing statements and continuation statements which were filed in order to perfect (and
maintain the perfection of) any security interest held by the Originator of the Mortgage Loan or Serviced Whole Loan (and each
assignee of record prior to the Trustee) in and to the personalty of the Borrower at the Mortgaged Property (in each case with
evidence of filing or recording thereon) and which were in the possession of the related Mortgage Loan Seller (or its agent) at
the time the Mortgage Files were delivered to the Custodian, together with original UCC-3 assignments of financing statements
showing a complete chain of assignment from the secured party named in such UCC-1 financing statement to the most


 






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recent assignee
of record thereof prior to the Trustee, if any, and (B) if any such security interest is perfected and the earlier UCC financing
statements and continuation statements were in the possession of the related Mortgage Loan Seller, an assignment of UCC financing
statement by the most recent assignee of record prior to the Trustee or, if none, by the Originator, evidencing the transfer of
such security interest, either in blank or in favor of the Trustee in the following form: “Wilmington Trust, National Association,
as Trustee, for the benefit of the Holders of Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2018-B4” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion
Loan Noteholders); provided that other evidence of filing or recording reasonably acceptable to the Trustee may be delivered
in lieu of delivering such UCC financing statements including, without limitation, evidence of such filed or recorded UCC Financing
Statement as shown on a written UCC search report from a reputable search firm, such as CSC/LexisNexis Document Solutions, Corporation
Service Company, CT Corporation System and the like or printouts of on-line confirmations from such UCC filing or recording offices
or authorized agents thereof;


 


(vi)          the
original or a copy of the Loan Agreement relating to such Mortgage Loan, if any;


 


(vii)         the
original or a copy of the lender’s title insurance policy (which may be in electronic form) issued in connection with the
origination of the Mortgage Loan, together with all endorsements or riders (or copies thereof) that were issued with or subsequent
to the issuance of such policy, insuring the priority of the Mortgage as a first lien on the Mortgaged Property, or, subject to
Section 2(d) of the applicable Mortgage Loan Purchase Agreement, a “marked up” commitment to insure marked as binding
and countersigned by the related insurer or its authorized agent (which may be a pro forma or specimen title insurance
policy which has been accepted or approved as binding in writing by the related title insurance company), or, subject to Section
2(d) of the applicable Mortgage Loan Purchase Agreement, an agreement to provide the same pursuant to binding escrow instructions
executed by an authorized representative of the title company;


 


(viii)        (A)
the original or a copy of the related Assignment of Leases, Rents and Profits (if such item is a document separate from the Mortgage)
and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from
the Originator of the Mortgage Loan or Serviced Whole Loan to the most recent assignee of record thereof prior to the Trustee,
if any, in each case with evidence of recording thereon; and (B) an original or copy (if the related Mortgage Loan Seller or its
designee, rather than the Custodian and its designee, is responsible for the recording thereof) of an assignment of any related
Assignment of Leases, Rents and Profits (a “Reassignment of Assignment of Leases, Rents and Profits”) (if such
item is a document separate from the Mortgage), in recordable form (except for missing recording information and, if delivered
in blank, except for the name of the assignee), executed by the most recent assignee of record thereof prior to the Trustee or,
if none, by the Originator, either in blank or in favor of the Trustee in the following form: “Wilmington Trust, National
Association, as Trustee, for the benefit of the Holders of Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2018-B4” (in


 






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such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion
Loan Noteholders), which assignment may be included as part of the corresponding Assignment of Mortgage referred to in clause
(iii) above;


 


(ix)           the
original or copy of any environmental indemnity agreements and copies of any environmental insurance policies pertaining to the
related Mortgaged Property required in connection with origination of the related Mortgage Loan or Serviced Whole Loan and copies
of Environmental Reports;


 


(x)            copies
of the currently effective Management Agreements, if any, for the Mortgaged Properties;


 


(xi)           if
the Borrower has a leasehold interest in the related Mortgaged Property, the original or copy of the ground lease (or, with respect
to a leasehold interest where the Borrower is a lessee and that is a space lease or an air rights lease, the original of such
space lease or air rights lease), and any related lessor estoppel or similar agreement or a copy thereof; if any;


 


(xii)          if
the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts
and the assignment thereof, if any, to the Trustee;


 


(xiii)         if
any related Lock-Box Agreement or Cash Collateral Account Agreement is separate from the Mortgage or Loan Agreement, a copy thereof;
with respect to the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts, if any, a stamped or certified copy of the
UCC-1 financing statements, if any, submitted for filing with respect to the related mortgagee’s security interest in the
Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts and all funds contained therein (and UCC-3 assignments of financing
statements assigning such UCC-1 financing statements to the Trustee in the following form: “Wilmington Trust, National Association,
as Trustee, for the benefit of the Holders of Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2018-B4” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion
Loan Noteholders));


 


(xiv)         originals
or copies of all assumption, modification, written assurance and substitution agreements, if any, with evidence of recording thereon
if appropriate, in those instances where the terms or provisions of the Mortgage, the Mortgage Note or any related security document
have been modified or the Mortgage Loan or Serviced Whole Loan has been assumed;


 


(xv)          the
original or a copy of any guaranty of the obligations of the Borrower under the Mortgage Loan or Serviced Whole Loan together
with, as applicable, (A) the original or copies of any intervening assignments of such guaranty showing a complete chain of assignment
from the Originator of the Mortgage Loan or Serviced Whole Loan to the most recent assignee thereof prior to the Trustee, if any,
and (B) an original assignment of such guaranty executed by the most recent assignee thereof prior to the Trustee or, if none,
by the Originator;


 






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(xvi)         the
original or a copy of the power of attorney (with evidence of recording thereon, if appropriate) granted by the related Borrower
if the Mortgage, Mortgage Note or other document or instrument referred to above was signed on behalf of the Borrower pursuant
to such power of attorney;


 


(xvii)        with
respect to each Whole Loan, a copy of the related Intercreditor Agreement and, if applicable, a copy of the related Other Pooling
and Servicing Agreement;


 


(xviii)       with
respect to hospitality properties, a copy of the franchise agreement, if any, an original or copy of the comfort letter, if any,
and if, pursuant to the terms of such comfort letter, the general assignment of the Mortgage Loan is not sufficient to transfer
or assign the benefits of such comfort letter to the Trust, a copy of the notice to the franchisor of the transfer of such Mortgage
Loan and/or a copy of the request for the issuance of a new comfort letter in favor of the Trust (in each case, as and to the
extent required pursuant to the terms of such comfort letter), with the original of any replacement comfort letter to be included
in the Mortgage File following receipt thereof by the Master Servicer;


 


(xix)          the
original (or copy, if the original is held by the Master Servicer or applicable Other Servicer pursuant to Section 2.01(c)
of this Agreement) of any letter of credit held by the lender as beneficiary or assigned as security for such Mortgage Loan
or Serviced Whole Loan;


 


(xx)           the
appropriate assignment or amendment documentation related to the assignment to the Trust of any letter of credit securing such
Mortgage Loan or Serviced Whole Loan (or copy thereof, if the original is held by the Master Servicer or applicable Other Servicer
pursuant to Section 2.01(c) of this Agreement) which entitles the Master Servicer on behalf of the Trust and the Companion
Loan Noteholders (with respect to any Serviced Whole Loan) to draw thereon; and


 


(xxi)          with
respect to any Mortgage Loan with related mezzanine debt or other subordinate debt (other than a Companion Loan), a copy of the
related co-lender agreement, subordination agreement or other intercreditor agreement.


 


The
original assignments referred to in clauses (iii), (iv)(B), (viii)(B) and (xv)(B), may be in the form
of one or more instruments in recordable form in any applicable filing or recording offices.


 


Notwithstanding
anything to the contrary contained in this Section 2.01(a) or in Section 2.01(b), Section 2.01(c), or Section 2.02,
in connection with a Servicing Shift Whole Loan (1) instruments of assignment to the Trustee may be in blank and need not be recorded
or filed pursuant to this Agreement until the earliest of (i) the related Servicing Shift Securitization Date, in which case such
instruments shall be assigned and recorded in accordance with the related Other Pooling and Servicing Agreement, (ii) the date
such Servicing Shift Whole Loan becomes a Specially Serviced Loan, in which case assignments and recordations shall be effected
in accordance with this Section 2.01(a), and (iii) 90 days following the Closing Date, in which case assignments and recordations
shall be effected in accordance with this Section 2.01(a), (2) no letter of credit need be amended (including, without
limitation, to change the beneficiary


 






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thereon) until the earliest of (i) the related Servicing Shift Securitization Date, in which
case such amendment shall be in accordance with the related Other Pooling and Servicing Agreement and (ii) the date such Servicing
Shift Whole Loan becomes a Specially Serviced Loan, in which case such amendment shall be effected in accordance with the terms
of this Section 2.01, and (iii) 90 days following the Closing Date, in which case such amendment shall be effected in accordance
with the terms of this Section 2.01, and (3) on and following such Servicing Shift Securitization Date, the Person selling
the related Servicing Shift Lead Note to the related Other Depositor, at its own expense, shall be (a) entitled to direct in writing,
which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Loan Documents relating
to such Servicing Shift Whole Loan in its possession (other than the original Note(s) evidencing such Servicing Shift Mortgage
Loan) to the related Other Trustee or the related Other Custodian, (b) if the right under clause (a) is exercised, required
to cause the retention by or delivery to the Custodian of photocopies of Loan Documents related to such Servicing Shift Whole
Loan so delivered to such Other Trustee or such Other Custodian, (c) entitled to cause the completion (or, in the event of a recordation
as contemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments
of assignment in the name of the related Other Trustee or related Other Custodian, (d) if the right under clause (c) is
exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded,
and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with
the transfer of, the Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (xix) and (xx)
of Section 2.01(a) for such Servicing Shift Whole Loan to the related Other Servicer.


 


With
respect to Serviced Whole Loans, except for the Mortgage Note referred to in clause (i)(B) of the second preceding paragraph,
only a single original set of the Loan Documents specified above is required to be delivered. Notwithstanding anything herein
to the contrary, with respect to a Non-Serviced Mortgage Loan, any assignments or other transfer documents referred to in the
third preceding paragraph as being in favor of the Trustee shall instead be in favor of the applicable Other Trustee and (1) if
the Custodian is not also the related Non-Serviced Whole Loan Custodian, the preceding document delivery requirements will be
met by the delivery by the applicable Mortgage Loan Seller to the Custodian of copies of the documents specified above (other
than the Mortgage Note and intervening endorsements evidencing a Non-Serviced Mortgage Loan, with respect to which the originals
shall be required), including a copy of the Mortgage securing the applicable Non-Serviced Mortgage Loan and copies of the companion
notes or (2) if the Custodian is also the related Non-Serviced Whole Loan Custodian, the preceding document delivery requirements
shall be met by the delivery by the Mortgage Loan Seller to the Custodian of only the original Mortgage Note and intervening endorsements
evidencing such Non-Serviced Mortgage Loan (and, if any document specified in Section 2.01(a) of this Agreement was not
required to be delivered in connection with the related Other Securitization, a copy of such document); provided that with
respect to such Non-Serviced Mortgage Loan, if Wells Fargo Bank, National Association ceases to be Custodian with respect to such
Non-Serviced Mortgage Loan, it shall, upon receipt of a request for release, provide the original note, allonge and intercreditor
agreement and copies of all other Loan Documents specified above to the successor Custodian.


 


With
respect to the Mortgage Loans, within 45 days after the Closing Date or, without limiting the requirements of the third paragraph
of Section 2.01(b), after such later date


 






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on which the Mortgage Loan Seller has received all the missing recording/filing
information, each Mortgage Loan Seller will, or will at the expense of such Mortgage Loan Seller retain a third party vendor to,
except in the case of any Mortgage Loan that is a Non-Serviced Mortgage Loan, (1) complete (to the extent necessary) and submit
for recording in favor of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee, for the
benefit of the Holders of Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4”
(and with respect to a Serviced Whole Loan, the related Serviced Companion Loan Noteholders) in the appropriate public recording
office (a) each Assignment of Mortgage referred to in Section 2.01(a)(iii) which has not yet been submitted for recording and
(b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(a)(viii)(B) (if not otherwise
included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) complete (to the extent
necessary) and file in the appropriate public filing office each UCC assignment of financing statement referred to in Section
2.01(a)(v)(B) and (xiii) which has not yet been submitted for filing or recording. Each such document shall reflect that the
recorded original should be returned by the public recording office to the Custodian or its designee (or to the Mortgage Loan
Seller or its designee as an alternative) following recording, and each such document shall reflect that the file copy thereof
should be returned to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following
filing; provided that in those instances where the public recording office retains the original Assignment of Mortgage
or Reassignment of Assignment of Leases, Rents and Profits, the Custodian shall use commercially reasonable efforts to obtain
therefrom a certified copy of the recorded original, at the expense of the Depositor. In the event that any such document or instrument
in respect of any Mortgage Loan is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the
related Mortgage Loan Seller shall promptly prepare or cause the preparation of a substitute thereof or cure or cause the curing
of such defect, as the case may be, and shall thereafter deliver the substitute or corrected document to or at the direction of
the Custodian or such other third party vendor as retained by the Mortgage Loan Seller for recording or filing, as appropriate,
at such Mortgage Loan Seller’s expense (as set forth in the related Mortgage Loan Purchase Agreement). In the event that
any Mortgage Loan Seller receives the original recorded or filed copy, each Mortgage Loan Seller will, promptly upon receipt of
the original recorded or filed copy (and in no event later than five Business Days following such receipt) deliver such original
to the Custodian, with evidence of filing or recording thereon. Notwithstanding anything to the contrary contained in this Section
2.01, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment
of Leases, Rents and Profits or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded,
the obligations of the related Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall be deemed to have
been satisfied upon delivery to the Custodian of a copy of the recorded original of such Mortgage, Assignment of Mortgage, Assignment
of Leases, Rents and Profits or Reassignment of Assignment of Leases, Rents and Profits, if applicable.


 


If
a Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original or a copy of the related
lender’s title insurance policy referred to in Section 2.01(a)(vii) solely because such policy has not yet been issued,
the delivery requirements of this Section 2.01 will be deemed to be satisfied as to such missing item, and such missing
item will be deemed to have been included in the related Mortgage File by delivery to the Custodian of a binder marked as binding
and countersigned by the title insurer or its authorized agent


 






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(which may be a pro forma or specimen title insurance policy
which has been accepted or approved as binding in writing by the related title insurance company) or an acknowledged closing instruction
or escrow letter, and the Mortgage Loan Seller will be required to deliver to the Custodian, promptly following the receipt thereof,
the original related lender’s title insurance policy (or a copy thereof). Copies of recorded or filed Assignments of Mortgage,
Reassignments of Assignment of Leases, Rents and Profits and UCC assignments of financing statements shall be held by the Custodian.


 


Subject
to the third preceding paragraph, all original documents relating to the Mortgage Loans which are not delivered to the Custodian
are and shall be held by the Depositor or the Master Servicer (or a sub-servicer on its behalf), as the case may be, in trust
for the benefit of the Certificateholders and, insofar as they also relate to the Serviced Companion Loans, on behalf of and for
the benefit of the related Serviced Companion Loan Noteholders. In the event that any such original document, or in the case of
a Serviced Companion Loan, the original Mortgage Note, is required pursuant to the terms of this Section to be a part of a Mortgage
File in order to effectuate the purposes of this Agreement, such document shall be delivered promptly to the Custodian.


 


(b)           In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby represents
and warrants that it has directed, each of the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement
to deliver to and deposit with or cause to be delivered to and deposited with, (i) the Custodian, on or before the Closing Date,
subject to Section 2.01(a), for each Mortgage Loan so assigned the Mortgage Note (or a copy of the Mortgage Note evidencing
each related Serviced Companion Loan), the original or a copy of the related Mortgage, the original or a copy of the title policy
for each Mortgage Loan (subject to the second-to-last paragraph under Section 2.01(a)), a copy of the related ground lease
(or, with respect to a leasehold interest with respect to a space lease or air rights, a copy of the related space lease or air
rights lease), if applicable, for each Mortgage Loan and an original (or copy, if the original is held by the Master Servicer
pursuant to Section 2.01(c) or the Mortgage Loan is a Non-Serviced Mortgage Loan) of any letters of credit held by the
lender as beneficiary or assigned as security for the Mortgage Loan, and, except as otherwise provided in the following paragraph,
within 30 days following the Closing Date, the remaining applicable documents referred to in Section 2.01(a) for each such
Mortgage Loan or Serviced Companion Loan, in each case, with copies to the Master Servicer and (ii) the Master Servicer, on or
before the Closing Date, all documents and records that are part of each applicable Servicing File. If the applicable Mortgage
Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, such Mortgage Loan
Seller shall deliver a copy or duplicate original of such Mortgage Note, together with an affidavit certifying that the original
thereof has been lost or destroyed and an indemnification in favor of the Certificate Administrator, the Trustee and the Custodian.


 


If
the applicable Mortgage Loan Seller or the Depositor cannot deliver, or cause to be delivered, as to any Mortgage Loan (subject
to any qualifications provided for herein or in the related Mortgage Loan Purchase Agreement with respect to a Non-Serviced Mortgage
Loan), the original or a copy of any of the documents and/or instruments referred to in Section 2.01(a)(ii), Section
2.01(a)(iii), Section 2.01(a)(v), Section 2.01(a)(viii), Section 2.01(a)(xiv) and Section 2.01(a)(xvi)
and the UCC financing statements and UCC


 






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assignments of financing statements referred to in Section 2.01(a)(xiii),
with evidence of recording or filing thereon, solely because of a delay caused by the public recording or filing office where
such document or instrument has been delivered for recordation or filing, or because such original recorded or filed document
has been lost or returned from the recording or filing office and subsequently lost, as the case may be, the delivery requirements
of Section 2.01 shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to
have been included in the related Mortgage File, provided that a copy of such document or instrument (without evidence
of recording or filing thereon, but certified (which certificate may relate to multiple documents and/or instruments) by the applicable
public recording or filing office, the applicable title insurance company or the related Mortgage Loan Seller to be a true and
complete copy of the original thereof submitted for recording or filing, as the case may be) has been delivered to the Custodian
within 60 days after the Closing Date, and either the original of such missing document or instrument, or a copy thereof, with
evidence of recording or filing, as the case may be, thereon, is delivered to the Custodian within 180 days after the Closing
Date (or within such longer period after the Closing Date so long as the related Mortgage Loan Seller has provided the Custodian
with evidence of such recording or filing, as the case may be, or has certified to the Custodian as to the occurrence of such
recording or filing, as the case may be, and is, as certified to the Custodian no less often than quarterly, in good faith attempting
to obtain from the appropriate county recorder’s or filing office such original or copy, provided such extensions do not
exceed 24 months in the aggregate).


 


(c)           Notwithstanding
anything herein to the contrary, with respect to the documents referred to in Section 2.01(a)(xix) and Section 2.01(a)(xx)
of this Agreement, the Master Servicer shall hold (or the applicable Other Servicer with respect to any Non-Serviced Mortgage
Loan will hold) the original of each such document in trust on behalf of the Trust (or the applicable Other Trust with respect
to any Non-Serviced Mortgage Loan) in order to draw on such letter of credit on behalf of the Trust (or the applicable Other Trust
with respect to any Non-Serviced Mortgage Loan) and the applicable Mortgage Loan Seller shall be deemed to have satisfied the
delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01 of this Agreement by delivering
the original of each such document to the Master Servicer (or the applicable Other Servicer with respect to any Non-Serviced Mortgage
Loan) who shall forward a copy of the applicable document to the Custodian (or the custodian in the applicable Other Securitization
with respect to any Non-Serviced Mortgage Loan). The applicable Mortgage Loan Seller shall pay any costs of assignment or amendment
of such letter of credit (which amendment shall change the beneficiary of the letter of credit to the Trust (or the applicable
Other Trust with respect to any Non-Serviced Mortgage Loan) in care of the Master Servicer (or the applicable Other Servicer with
respect to any Non-Serviced Mortgage Loan)) required in order for the Master Servicer (or the applicable Other Servicer with respect
to any Non-Serviced Mortgage Loan) to draw on such letter of credit on behalf of the Trust (or the applicable Other Trust with
respect to any Non-Serviced Mortgage Loan). In the event that the documents specified in Section 2.01(a)(xx) of this Agreement
are missing with respect to any Serviced Mortgage Loan because the related assignment or amendment documents have not been completed,
the applicable Mortgage Loan Seller shall take all necessary steps to enable the Master Servicer to draw on the related letter
of credit on behalf of the Trust including, if necessary, drawing on the letter of credit in its own name pursuant to written
instructions from the Master Servicer and immediately remitting such funds (or causing such funds to be remitted) to the Master
Servicer.


 






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(d)           With
respect to the Serviced Mortgage Loans secured by the Mortgaged Properties identified as Loan Nos. 10, 13, 24, 26 and 35 on the
Mortgage Loan Schedule, each of which is subject to a franchise agreement with a related comfort letter in favor of the respective
Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter
to the Trust or otherwise have a new comfort letter issued in the name of the Trust, the related Mortgage Loan Seller or its designee
will be required to provide any such required notice or make any such required request to the related franchisor, with a copy
of such notice or request to the Master Servicer, or take any such other required action, in any event, within 45 days of the
Closing Date (or any shorter period if required by the applicable comfort letter), notify the related franchisor that such Mortgage
Loan has been transferred to the Trust and request a replacement comfort letter (or any such new document or acknowledgement as
may be contemplated under the existing comfort letter), and the Master Servicer shall use reasonable efforts in accordance with
the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement
as may be contemplated under the existing comfort letter).


 


(e)           Notwithstanding
anything to the contrary contained herein, with respect to any Joint Mortgage Loan, the obligations of the related Mortgage Loan
Seller to deliver a Note to the Trustee, or a Custodian on its behalf, shall be limited to delivery of only the Note held by such
party to the Trustee, or Custodian on its behalf. With respect to any Joint Mortgage Loan, the obligations of each Mortgage Loan
Seller to deliver the remaining portion of the related Mortgage File or any document required to be delivered with respect thereto
shall be joint and several, provided that either of the related Mortgage Loan Sellers may deliver one Mortgage File or one of
any other document required to be delivered with respect to any Joint Mortgage Loan hereunder and such delivery shall satisfy
such delivery requirements for each of the related Mortgage Loan Sellers.


 


(f)           Each
Mortgage Loan Purchase Agreement shall provide that within 60 days after the Closing Date, each Mortgage Loan Seller shall deliver
or cause to be delivered an electronic copy of the Diligence File for each of its Mortgage Loans to (or as instructed by) the
Depositor, together with an index identifying each such document delivered, each such Diligence File being organized and categorized
in accordance with the electronic file structure reasonably agreed to by the Depositor and the related Mortgage Loan Seller. Each
Mortgage Loan Purchase Agreement shall further provide that within 60 days after the Closing Date, the applicable Mortgage Loan
Seller shall provide to the Depositor (together with copies (which may be sent by electronic mail) to the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator and the Asset Representations Reviewer) with a certificate stating
that (i) the applicable Mortgage Loan Seller has delivered or caused to be delivered an electronic copy of the Diligence File
for each of its Mortgage Loans, (ii) the Diligence File contains all documents and information required under the definition of
“Diligence File” and (iii) the Diligence File is organized and categorized in accordance with the electronic file
structure reasonably agreed to by the Depositor and the related Mortgage Loan Seller (the “Diligence File Certification”).


 


(g)           Within
3 Business Days of the Closing Date, the Depositor shall deliver to the Master Servicer the Initial Schedule AL File and the Initial
Schedule AL Additional File in XML Format and Excel format and the Annex A-1 to the Prospectus at the following email address:
ssreports@wellsfargo.com.


 






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Section
2.02  Acceptance by Custodian and the Trustee. By its execution and delivery of this Agreement, the Trustee acknowledges
the assignment to it of the Mortgage Loans in good faith without notice of adverse claims and declares that the Custodian holds
and will hold such documents and all others delivered to it constituting the Mortgage File (to the extent the documents constituting
the Mortgage File are actually delivered to the Custodian) for any Mortgage Loan assigned to the Trustee hereunder in trust, upon
the conditions herein set forth, for the use and benefit of all present and future Certificateholders and Serviced Companion Loan
Noteholders.


 


The
Custodian hereby certifies to each of the Directing Holder, the Depositor, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer, the Operating Advisor and each Mortgage Loan Seller that except as identified in the Custodian’s
closing date certification, which shall be delivered no later than two Business Days after the Closing Date substantially in the
form attached as Exhibit N-1 to this Agreement, (i) each Mortgage Note (or copy thereof, with respect to any Serviced Companion
Loan) is in its possession and has been reviewed by the Custodian and (A) appears regular on its face (handwritten additions,
changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears to have been executed (where
appropriate) and (C) purports to relate to such Mortgage Loan and (ii) each of the documents specified in Section 2.01(a)(ii),
Section 2.01(a)(vii), Section 2.01(a)(xi) and Section 2.01(a)(xix) of this Agreement have been received,
have been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn
in any materially adverse manner or mutilated or otherwise defaced, and that such documents relate to the Mortgage Loans identified
in the Mortgage Loan Schedule. If the Custodian does not send a closing date certification on the Closing Date, it shall send
an email confirmation to the Trustee that it has received all of the Mortgage Notes (or copies or lost note affidavits as permitted),
subject to any exceptions noted therein, on the Closing Date.


 


On
or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th day following the
Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date, (ii) the day on which
all material exceptions have been removed and (iii) the day on which the applicable Mortgage Loan Seller has repurchased or substituted
for the last affected Mortgage Loan), the Custodian shall review each Mortgage File and shall certify to each of the Directing
Holder, the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer and each Mortgage Loan Seller in the form attached as Exhibit N-2 to this Agreement
that all documents (other than documents referred to in clauses (xix) and (xx) of Section 2.01(a) of this Agreement, which
shall be delivered to the Master Servicer, and the documents referred to in clauses (iii), (iv)(B), (v)(B)
and (viii)(B) of Section 2.01(a) of this Agreement and the assignments of financing statements referred to in clause
(xiii) of Section 2.01(a) of this Agreement, which shall be delivered for filing or recording by the related Mortgage
Loan Seller as provided herein) referred to in Section 2.01(a) above (in the case of the documents referred to in Section
2.01(a)(iv), Section 2.01(a)(vi), Section 2.01(a)(viii), Section 2.01(a)(ix), Section 2.01(a)(x),
Section 2.01(a)(xi), Section 2.01(a)(xii) through Section 2.01(a)(xvi) and Section 2.01(a)(xviii)
through Section 2.01(a)(xx) of this Agreement, as identified to it in writing as a document required to be delivered by
the related Mortgage Loan Seller) and any original recorded documents included in the delivery of a Mortgage File have been received,
have been executed, appear to be what they purport to be,


 






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purport to be recorded or filed (as applicable) and have not been torn
in any materially adverse manner or mutilated or otherwise defaced, and that such documents relate to the Mortgage Loans identified
in the Mortgage Loan Schedule. In so doing, the Custodian may rely on the purported due execution and genuineness of any such
document and on the purported genuineness of any signature thereon. With respect to any Non-Serviced Mortgage Loan, the Custodian
shall only be required to certify to each of the Directing Holder, the Depositor, the Certificate Administrator, the Trustee,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and each Mortgage Loan Seller
that the document set forth in Section 2.01(a)(i) has been received, subject to the preceding provisions of this Section
2.02.


 


If
at the conclusion of such review any document or documents constituting a part of a Mortgage File have not been executed or received,
have not been recorded or filed (if required), are unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, appear
not to be what they purport to be or have been torn in any materially adverse manner or mutilated or otherwise defaced, the Custodian
shall promptly so notify (in the form attached as Exhibit M to this Agreement) the Trustee, the Directing Holder (but only
if no Consultation Termination Event has occurred and is continuing), the Depositor, the Certificate Administrator, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the related Mortgage Loan Seller
by providing a written report, setting forth for each affected Mortgage Loan, with particularity, the nature of the defective
or missing document. The Depositor shall or shall cause the related Mortgage Loan Seller to deliver to the Custodian an executed,
recorded or undamaged document, as applicable, or, if the failure to deliver such document in such form constitutes a Material
Defect, the Depositor shall cause the related Mortgage Loan Seller to cure, repurchase or substitute for the related Mortgage
Loan in the manner provided in Section 2.03(e) of this Agreement. None of the Master Servicer, the Special Servicer, the
Certificate Administrator, the Custodian or the Trustee shall be responsible for any loss, cost, damage or expense to the Trust
Fund resulting from any failure to receive any document constituting a portion of a Mortgage File noted on such a report or for
any failure by the Depositor to use its best efforts to deliver any such document.


 


Contemporaneously
with its execution of this Agreement, the Depositor shall cause each Mortgage Loan Seller to deliver a power of attorney substantially
in the form of Exhibit C to the applicable Mortgage Loan Purchase Agreement to the Master Servicer and Special Servicer,
that permits such parties to take such other action as is necessary to effect the delivery, assignment and/or recordation of any
documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required
for enforcement by the Trust Fund. Pursuant to the related Mortgage Loan Purchase Agreement, each of the Mortgage Loan Sellers
will be required to effect (at the expense of the applicable Mortgage Loan Seller) the assignment and recordation of its respective
Loan Documents until the assignment and recordation of all such Loan Documents has been completed.


 


In
reviewing any Mortgage File pursuant to the third preceding paragraph or Section 2.01 of this Agreement, the Master Servicer
shall have no responsibility to cause the Custodian or Trustee to, and the Custodian or Trustee will have no responsibility to,
examine any opinions or determine whether any document is legal, valid, binding, sufficient, duly authorized or enforceable, whether
the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee
is the assignee or endorsee), whether any


 






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document has been recorded in accordance with the requirements of any applicable jurisdiction,
whether a blanket assignment is permitted in any applicable jurisdiction, or whether any Person executing any document or rendering
any opinion is authorized to do so or whether any signature thereon is genuine.


 


The
Custodian shall hold that portion of the Trust Fund delivered to the Custodian consisting of “instruments” (as such
term is defined in Section 9-102 of the Uniform Commercial Code as in effect in Minnesota on the date hereof) in Minnesota and,
except as otherwise specifically provided in this Agreement, shall not remove such instruments from Minnesota unless it receives
an Opinion of Counsel (obtained and delivered at the expense of the Person requesting the removal of such instruments from Minnesota)
that if the transfer of the Mortgage Loans to the Trustee is deemed not to be a sale, after such removal, the Trustee will possess
a first priority perfected security interest in such instruments.


 


Section
2.03  Representations, Warranties and Covenants of the Depositor; Repurchase and Substitution of Mortgage Loans.
(a) The Depositor hereby represents and warrants that:


 


(i)             The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;


 


(ii)            The
Depositor has taken all necessary action to authorize the execution, delivery and performance of this Agreement by it, and has
the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including,
but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement;


 


(iii)           This
Agreement has been duly and validly executed and delivered by the Depositor and assuming the due authorization, execution and
delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are
the legal, valid and binding obligations of the Depositor, enforceable in accordance with the terms of this Agreement, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other laws
relating to or affecting creditors’ rights generally, or by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law);


 


(iv)           The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with
any provision of its certificate of incorporation or bylaws, or any law or regulation to which the Depositor is subject, or conflict
with, result in a breach of or constitute a default under (or an event which with notice or lapse of time or both would constitute
a default under) any of the terms, conditions or provisions of any agreement or instrument to which the Depositor is a party or
by which it is bound, or any law, order or decree applicable to the Depositor, or result in the creation or imposition of any
lien on any of the Depositor’s assets or property, which would materially and adversely affect the ability of the Depositor
to carry out the transactions contemplated by this Agreement;


 






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(v)           The
certificate of incorporation of the Depositor provides that the Depositor is permitted to engage in only the following activities:


 


(A)           to
acquire, own, hold, sell, transfer, assign, pledge and otherwise deal with the following: (I) “fully-modified pass-through”
certificates (“GNMA Certificates”) issued and guaranteed as to timely payment of principal and interest by
the Government National Mortgage Association (“GNMA”), a wholly-owned corporate instrumentality of the United
States within the Department of Housing and Urban Development organized and existing under Title III of the National Housing Act
of 1934; (II) Guaranteed Mortgage Pass-Through Certificates (“FNMA Certificates”) issued and guaranteed as
to timely payment of principal and interest by FNMA; (III) Mortgage Participation Certificates (“FHLMC Certificates”)
issued and guaranteed as to timely payment of interest and ultimate or full payment of principal by FHLMC; (IV) any other participation
certificates, pass-through certificates or other obligations or interests backed directly or indirectly by mortgage loans and
issued or guaranteed by GNMA, FNMA or FHLMC (collectively with the GNMA Certificates, FNMA Certificates and FHLMC Certificates,
the “Agency Securities”); (V) mortgage-backed securities, which securities need not be issued or guaranteed,
in whole or in part, by any governmental entity, issued by one or more private entities (hereinafter referred to as “Private
Securities”); (VI) mortgage loans secured by first, second or more junior liens on one-to-four family residential properties,
multifamily properties that are either rental apartment buildings or projects containing five or more residential units or commercial
properties, regardless of whether insured or guaranteed in whole or in part by any governmental entity, or participation interests
or stripped interests in such mortgage loans (“Mortgage Loans”); (VII) conditional sales contracts and installment
sales or loan agreements or participation interests therein secured by manufactured housing (“Contract”); and
(VIII) receivables of third-parties or other financial assets of third-parties, either fixed or revolving, that by their terms
convert into cash within a finite time period (“Other Assets”);


 


(B)           to
loan its funds to any person under loan agreements and other arrangements which are secured by Agency Securities, Private Securities,
Mortgage Loans, Contracts and/or Other Assets;


 


(C)           to
authorize, issue, sell and deliver bonds or other evidences of indebtedness that are secured by Agency Securities, Private Securities,
Mortgage Loans, Contracts and/or Other Assets;


 


(D)           to
authorize, issue, sell and deliver certificates evidencing beneficial ownership interests in pools of Agency Securities, Private
Securities, Mortgage Loans, Contracts and/or Other Assets; and


 


(E)           to
engage in any activity and to exercise any powers permitted to corporations under the laws of the State of Delaware that are incident
to the foregoing and necessary or convenient to accomplish the foregoing.


 






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Capitalized
terms defined in this clause (v) shall apply only to such clause;


 


(vi)           There
is no action, suit, proceeding or investigation pending or threatened against the Depositor in any court or by or before any other
governmental agency or instrumentality which would materially and adversely affect the ability of the Depositor to carry out its
obligations under this Agreement;


 


(vii)         No
consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or
body, is required for the execution, delivery and performance by the Depositor of or compliance by the Depositor with this Agreement,
or if required, such approval has been obtained prior to the Cut-off Date; and


 


(viii)        The
Trustee, if not the owner of the related Mortgage Loan, will have a valid and perfected security interest of first priority in
each of the Mortgage Loans and any proceeds thereof.


 


(b)           The
Depositor hereby represents and warrants with respect to each Mortgage Loan that:


 


(i)             Immediately
prior to the transfer and assignment to the Trustee by the Depositor, the Mortgage Note and the Mortgage were not subject to an
assignment or pledge, and the Depositor had good title to, and was the sole owner of, the Mortgage Loan and had full right to
transfer and sell the Mortgage Loan to the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security
interest; provided, that, in the case of a Non-Serviced Mortgage Loan, the related Mortgage has been (or will be) assigned
to the Other Trustee under the Other Pooling and Servicing Agreement for the benefit of the holders of securities issued in connection
with the related Other Securitization, as applicable;


 


(ii)           The
Depositor is transferring such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any
nature encumbering such Mortgage Loan;


 


(iii)           The
related Assignment of Mortgage constitutes the legal, valid and binding assignment of such Mortgage from the Depositor to the
Trustee, and any related Reassignment of Assignment of Leases, Rents and Profits constitutes the legal, valid and binding assignment
from the Depositor to the Trustee; and


 


(iv)           No
claims have been made by the Depositor under the lender’s title insurance policy, and the Depositor has not done anything
which would impair the coverage of such lender’s title insurance policy.


 


(c)           It
is understood and agreed that the representations and warranties set forth in this Section 2.03 shall survive delivery
of the respective Mortgage Files to the Custodian until the termination of this Agreement, and shall inure to the benefit of the
Certificateholders, any Serviced Companion Loan Noteholders, Certificate Administrator, the Trustee, the Custodian, the Master
Servicer and the Special Servicer.


 






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(d)           If
the Master Servicer or the Special Servicer (i) receives a Repurchase Communication of a request or demand for repurchase or replacement
of a Mortgage Loan because of a Breach or a Defect (each as defined below) (any such request or demand, a “Repurchase
Request”, and the Master Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request,
the “Repurchase Request Recipient” with respect to such Repurchase Request); (ii) receives a Repurchase Communication
of a withdrawal of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”),
(iii) receives a Repurchase Communication that any Mortgage Loan that was subject to a Repurchase Request has been repurchased
or replaced (a “Repurchase”), or (iv) receives a Repurchase Communication of the rejection of a Repurchase
Request (a “Repurchase Request Rejection”), then such Person shall deliver written notice of such Repurchase
Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection (each such notice, a “Rule 15Ga-1
Notice”) to the Depositor, the Master Servicer, the Special Servicer and the related Mortgage Loan Seller, in each case
within ten Business Days from such party’s receipt of a Repurchase Communication of such Repurchase Request, Repurchase
Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable; provided however, if the Master Servicer or the
Special Servicer receives notice of a Repurchase Request Withdrawal or Repurchase Request Rejection from the Special Servicer
or the Master Servicer, as applicable, then such receiving party shall have no obligation to deliver such notice to any other
party.


 


Each
Rule 15Ga-1 Notice shall include (i) the identity of the related Mortgage Loan, (ii) the date the Repurchase Communication of
the Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable, was received
and (iii) in the case of a Repurchase Request, (A) the identity of the Person making such Repurchase Request, (B) if known, the
basis for the Repurchase Request (as asserted in the Repurchase Request) and (C) a statement from the Repurchase Request Recipient
as to whether it currently plans to pursue such Repurchase Request.


 


No
Person that is required to provide a Rule 15Ga-1 Notice pursuant to this Section 2.03(d) (a “Rule 15Ga-1 Notice
Provider”) shall be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege
or attorney work product doctrines. Each Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice provided
pursuant to this Section 2.03(d) is so provided only to assist the related Mortgage Loan Seller, the Depositor and its
Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of
law or regulation and (ii) (A) no action taken by, or inaction of, a Rule 15Ga-1 Notice Provider and (B) no information provided
pursuant to this Section 2.03(d) by a Rule 15Ga-1 Notice Provider, shall be deemed to constitute a waiver or defense to
the exercise of any legal right the Rule 15Ga-1 Notice Provider may have with respect to the related Mortgage Loan Purchase Agreement,
including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice.


 


In
the event that the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or the Custodian receives a Repurchase Communication of a Repurchase Request or a Repurchase Request Withdrawal, then such party
shall promptly forward such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal to the Master
Servicer, if relating to a Performing Loan, or to


 






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the Special Servicer, if relating to a Specially Serviced Loan or REO Property,
and include the following statement in the related correspondence: “This is a “Repurchase Request [Withdrawal]”
under Section 2.03(d) of the Pooling and Servicing Agreement relating to the Benchmark 2018-B4 Mortgage Trust Commercial
Mortgage Pass-Through Certificates, Series 2018-B4 requiring action by you as the recipient of such Repurchase Request or Repurchase
Request Withdrawal thereunder”. Upon receipt of such Repurchase Communication of such Repurchase Request or Repurchase Request
Withdrawal by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request
Recipient of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal, and such party shall comply
with the procedures set forth in this Section 2.03(d) with respect to such Repurchase Request or Repurchase Request Withdrawal.
In no event shall the Custodian, by virtue of this provision, be required to provide any notice other than as set forth in Section
2.02 of this Agreement in connection with its review of the Mortgage File.


 


(e)           A
“Defect” shall exist with respect to a Mortgage Loan if any document constituting a part of the related Mortgage File
has not been delivered within the time periods provided for in the related Mortgage Loan Purchase Agreement, has not been properly
executed, is missing, does not appear to be regular on its face or contains information that does not conform in any material
respect with the corresponding information set forth in the Mortgage Loan Schedule. A “Breach” shall mean a
breach of any representation or warranty of any Mortgage Loan Seller made pursuant to the related Mortgage Loan Purchase Agreement
with respect to any Mortgage Loan. If any party hereto discovers or receives notice of a Defect or a Breach, and if such Defect
is a Material Defect or such Breach is a Material Breach, as applicable, then such party, on behalf of the Trust Fund, shall give
prompt written notice thereof (which notice shall be accompanied by a written demand to cure, repurchase or substitute in accordance
with the applicable Mortgage Loan Purchase Agreement) to the related Mortgage Loan Seller, the other parties hereto, the 17g-5
Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section
3.14(d) of this Agreement), the related Serviced Companion Loan Noteholder (if any) and, for so long as no Consultation Termination
Event has occurred and is continuing, the Directing Holder. If any such Defect or Breach materially and adversely affects the
value of any Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee in any Mortgage Loan or
Mortgaged Property, or causes the related Mortgage Loan to be other than a Qualified Mortgage, then such Defect shall constitute
a “Material Defect” or such Breach shall constitute a “Material Breach,” as the case may be; provided,
that if any of the documents specified in Section 2.01(a)(i), Section 2.01(a)(ii), Section 2.01(a)(vii),
Section 2.01(a)(xi) and Section 2.01(a)(xix) of this Agreement are not delivered as required in the related Mortgage
Loan Purchase Agreement, it shall be deemed a Material Defect. The Custodian, the Certificate Administrator and the Trustee shall
not be required to make any such determination. Promptly upon receiving written notice of any such Material Defect or Material
Breach with respect to a Mortgage Loan, accompanied by a written demand to take the actions contemplated by this sentence from
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer or the Custodian, on behalf of the Trust Fund, the applicable Mortgage Loan Seller shall, not later
than 90 days from the applicable Mortgage Loan Seller’s receipt of such notice of such Material Defect or Material Breach,
as the case may be (or, in the case of a Material Defect or Material Breach relating to a Mortgage Loan not being a Qualified
Mortgage, not later than 90 days after


 






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the Mortgage Loan Seller or any party hereto discovering such Material Defect or Material
Breach, provided that the related Mortgage Loan Seller has received notice in accordance with the terms of the related Mortgage
Loan Purchase Agreement) (any such 90-day period, the “Initial Resolution Period”), (i) cure the same in all
material respects, (ii) repurchase the affected Mortgage Loan at the applicable Purchase Price in conformity with the applicable
Mortgage Loan Purchase Agreement or (iii) substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole
Loans, as applicable, for which no substitution will be permitted) for such affected Mortgage Loan (provided that, in no
event shall such substitution occur later than the second anniversary of the Closing Date) and pay to the Master Servicer for
deposit into the Collection Account (or, with respect to any Serviced Whole Loan, the applicable Serviced Whole Loan Collection
Account) any Substitution Shortfall Amount in connection therewith; provided that if (i) such Material Defect or Material
Breach is capable of being cured but not within the Initial Resolution Period or, with respect to the immediately preceding proviso,
the time period set forth therein, (ii) such Material Defect or Material Breach is not related to any Mortgage Loan’s not
being a Qualified Mortgage, (iii) the Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material
Defect or Material Breach within the Initial Resolution Period and (iv) the Mortgage Loan Seller has delivered to the Master Servicer,
the Special Servicer, the Asset Representations Reviewer, the Certificate Administrator (who will promptly deliver a copy of such
officer’s certificate to the 17g-5 Information Provider), the Trustee, the Operating Advisor and, prior to the occurrence
of a Consultation Termination Event, the Directing Holder, an officer’s certificate that describes the reason the cure was
not effected within the initial 90-day period, then the Mortgage Loan Seller shall have an additional period equal to the applicable
Resolution Extension Period to complete such cure or, failing such cure, to repurchase the Mortgage Loan or substitute a Qualified
Substitute Mortgage Loan. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in
whole or in part, a hotel, restaurant (operated by a Borrower), healthcare facility, nursing home, assisted living facility, theatre
or fitness center (operated by a Borrower), then the failure to deliver to the Custodian copies of the UCC financing statements
with respect to such Mortgage Loan shall not be a Material Defect. With respect to any Joint Mortgage Loan, each applicable Mortgage
Loan Seller’s obligation shall be such Mortgage Loan Seller’s pro rata share based on such Mortgage Loan Seller’s
percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement in such Joint Mortgage Loan. With respect
to the Non-Serviced Mortgage Loans, the related Mortgage Loan Seller agrees that any Defect as such term is defined in the related
Other Pooling and Servicing Agreement (other than a Defect related to the promissory note for the related Companion Loan) will
constitute a Defect under the related Mortgage Loan Purchase Agreement.


 


Notwithstanding
the foregoing, if there is a Material Breach or Material Defect with respect to one or more Mortgaged Properties with respect
to a Mortgage Loan, the applicable Mortgage Loan Seller will not be obligated to repurchase the Mortgage Loan and such Material
Breach or Material Defect will be considered Resolved if (i) the affected Mortgaged Property may be released pursuant to the terms
of any partial release provisions in the related Loan Documents (and such Mortgaged Property is, in fact, released), (ii) the
remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Loan Documents and the Mortgage Loan Seller
provides an Opinion of Counsel to the effect that such release would not cause an Adverse REMIC Event to occur and (iii) each
applicable Rating Agency has provided a Rating Agency Confirmation.


 






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If
a Mortgage Loan Seller, in connection with a Material Defect or a Material Breach (or an allegation of a Material Defect or a
Material Breach) pertaining to a Mortgage Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable
Mortgage Loan Seller and the Special Servicer on behalf of the Trust (and with the consent of the Directing Holder if no Control
Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”) with respect
to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied
in accordance with Section 3.06(e) of this Agreement. In connection with any such determination with respect to any Performing
Loan, the Master Servicer shall promptly provide the Special Servicer, but in any event within the time frame and in the manner
set forth in Section 3.23, with the Servicing File and all information, documents (but excluding the original documents
constituting the Mortgage File) and records (including records stored electronically) relating to such Mortgage Loan or Serviced
Whole Loan, as applicable, and reasonably requested by the Special Servicer pursuant to Section 2.03 in order to permit
the Special Servicer to calculate the Loss of Value Payment. If such Loss of Value Payment is made, the Loss of Value Payment
shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material
Breach or Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Breach or Material
Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Breach or Material Defect under any circumstances.
This paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the
Trust, provided, that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage
Loan Seller or the Trustee from exercising any of its rights related to a Material Defect or a Material Breach in the manner and
timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including
any right to cure, repurchase or substitute for such Mortgage Loan); (ii) such Loss of Value Payment shall not be greater than
the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect or a Material Breach as a result of a Mortgage Loan
not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. With respect to any Joint Mortgage Loan, each
applicable Mortgage Loan Seller’s obligation shall be such Mortgage Loan Seller’s pro rata share based on such
Mortgage Loan Seller’s percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement in such Joint
Mortgage Loan.


 


If
any Breach pertains to a representation or warranty to the effect that the related Mortgage Loan documents or any particular Mortgage
Loan document requires the related Borrower to bear the costs and expenses associated with any particular action or matter under
such Mortgage Loan document(s), then the related Mortgage Loan Seller may cure such Breach within the applicable cure period (as
the same may be extended) by reimbursing the Trust Fund (by wire transfer of immediately available funds) the reasonable amount
of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
or the Trust Fund that are incurred as a result of such Breach and have not been reimbursed by the related Borrower; provided,
however, that in the event any such costs and expenses exceed $10,000, the related Mortgage Loan Seller shall have the
option to either repurchase or substitute for the related Mortgage Loan as provided above or pay such costs and expenses. Except
as provided in the proviso to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such
costs and expenses and upon its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach
in


 






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all respects. To the extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently
obtained from the related Borrower, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees
or expenses obtained from the related Borrower shall promptly be returned to the related Mortgage Loan Seller. With respect to
any Joint Mortgage Loan, each applicable Mortgage Loan Seller’s obligation shall be such Mortgage Loan Seller’s pro
rata share based on such Mortgage Loan Seller’s percentage interest as of the date of the applicable Mortgage Loan Purchase
Agreement in such Joint Mortgage Loan.


 


(f)           In
connection with any repurchase of or substitution for a Mortgage Loan contemplated by this Section 2.03, (A) the Custodian,
the Master Servicer (with respect to any Performing Loan) and the Special Servicer (with respect to any Specially Serviced Loan)
shall each tender to the applicable Mortgage Loan Seller all portions of the Mortgage File (in the case of the Custodian) and
the Servicing File (in the case of the Master Servicer and the Special Servicer, as applicable) and other documents pertaining
to such Mortgage Loan possessed by it (other than attorney-client communications that are privileged communications), upon delivery
(i) to each of the Master Servicer or the Special Servicer, as applicable, of a trust receipt and (ii) to the Custodian by the
Master Servicer or the Special Servicer, as applicable, of a Request for Release and an acknowledgement by the Master Servicer
or Special Servicer, as applicable, of its receipt of the Purchase Price or the Substitution Shortfall Amount from the applicable
Mortgage Loan Seller, (B) each document that constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee
shall be endorsed or assigned without recourse in the form of endorsement or assignment provided to the Custodian by the applicable
Mortgage Loan Seller, as the case may be, to the applicable Mortgage Loan Seller as shall be necessary to vest in the applicable
Mortgage Loan Seller the legal and beneficial ownership of such Mortgage Loan to the extent such ownership was transferred to
the Trustee (provided, that the Master Servicer or Special Servicer, as applicable, shall use reasonable efforts to cooperate
in furnishing necessary information to the extent in its possession to the Mortgage Loan Seller in connection with such Mortgage
Loan Seller’s preparation of such endorsement or assignment) and (C) the Trustee, the Certificate Administrator, the Master
Servicer and the Special Servicer shall release, or cause a release of, any escrow payments and reserve funds held by the Trustee,
the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, or on the Trustee’s, the Certificate
Administrator’s, the Master Servicer’s and the Special Servicer’s, as applicable, behalf, in respect of such
Mortgage Loan to the applicable Mortgage Loan Seller.


 


(g)           The
Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee, use reasonable efforts to enforce the obligations
of the applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement. Such enforcement, including,
without limitation, the legal prosecution of claims, shall be carried out in accordance with the Servicing Standard. The Trustee,
the Certificate Administrator, the Master Servicer and the Special Servicer, as the case may be, shall be reimbursed for the reasonable
costs of such enforcement: first, pursuant to Section 3.06 of this Agreement (with respect to the related Mortgage
Loan), out of the related Purchase Price or Substitution Shortfall Amount, as applicable, to the extent that such expenses are
a specific component thereof; and second, if at the conclusion of such enforcement action it is determined that the amounts
described in clause first are insufficient, then pursuant to Section 3.06 of this Agreement, out of general collections
on the Mortgage Loans on deposit in the Collection Account in each case with


 






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interest thereon at the Reimbursement Rate from the
time such expense was incurred to, but excluding, the date such expense was reimbursed. To the extent the applicable Mortgage
Loan Seller prevails in such proceeding, such Mortgage Loan Seller shall be entitled to reimbursement from the Trust for all necessary
and reasonable costs and expenses incurred in connection with such proceeding, including reasonable attorneys’ fees.


 


So
long as document exceptions are outstanding, on each anniversary of the Closing Date, the Custodian shall prepare and forward
to the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Directing Holder (as identified to the Custodian by the Certificate Administrator) and
the applicable Mortgage Loan Seller, a document exception report setting forth the then current status of any Defects related
to the Mortgage Files pertaining to the Mortgage Loans sold by such Mortgage Loan Seller.


 


As
to any Qualified Substitute Mortgage Loan, the Master Servicer (with respect to Performing Loans) or the Special Servicer (with
respect to Specially Serviced Loans and REO Properties) shall direct the related Mortgage Loan Seller to deliver to the Custodian
for such Qualified Substitute Mortgage Loan (with a copy to the Master Servicer), the related Mortgage File with the related Mortgage
Note endorsed as required by Section 2.01(a)(i) hereof. Periodic Payments due with respect to Qualified Substitute Mortgage
Loans in or prior to the month of substitution shall not be part of the Trust Fund and, if received by the Master Servicer, shall
be remitted by the Master Servicer to the related Mortgage Loan Seller on the next succeeding Distribution Date. For the month
of repurchase or substitution, distributions to Certificateholders will include the Periodic Payment(s) due on the related Removed
Mortgage Loan, if and to the extent received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior
to the related date of repurchase or substitution, as applicable, and such Mortgage Loan Seller shall be entitled to retain all
amounts received thereafter in respect of such Removed Mortgage Loan.


 


In
any month in which a Mortgage Loan Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Removed
Mortgage Loans, the Master Servicer will determine the applicable Substitution Shortfall Amount and promptly notify the Certificate
Administrator thereof. Promptly upon receipt of such notice, the Certificate Administrator shall direct such Mortgage Loan Seller
to deposit into the Collection Account and/or the applicable Serviced Whole Loan Collection Account, as applicable, cash equal
to such amount concurrently with the delivery of the Mortgage Files for such Qualified Substitute Mortgage Loans, without any
reimbursement thereof. The Certificate Administrator shall also direct such Mortgage Loan Seller to give written notice to the
Depositor, the Trustee and the Master Servicer of such deposit. The Certificate Administrator shall cause its Distribution Date
Statement to reflect the removal of each Removed Mortgage Loan and, if applicable, the substitution of the Qualified Substitute
Mortgage Loan. Upon any such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement
in all respects.


 


It
is understood and agreed that Section 6 of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders
and the Trustee on behalf of the Certificateholders respecting any Breach (including a Breach with respect to a Mortgage Loan
failing to constitute a Qualified Mortgage) or any Defect.


 






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(h)           In
the event that any litigation is commenced which alleges facts which, in the judgment of the Depositor, could constitute a breach
of any of the Depositor’s representations and warranties relating to the Mortgage Loans, the Depositor hereby reserves the
right to conduct the defense of such litigation at its expense and shall not be required to obtain any consent from the Master
Servicer, the Special Servicer or the Directing Holder, unless such defense results in any liability of the Master Servicer, the
Special Servicer or the Directing Holder, as applicable.


 


(i)           If
for any reason a Mortgage Loan Seller fails to fulfill its obligations under the related Mortgage Loan Purchase Agreement with
respect to any Mortgage Loan, the Master Servicer (with respect to Performing Loans) and the Special Servicer (with respect to
Specially Serviced Loans) shall use reasonable efforts in enforcing any obligation of such Mortgage Loan Seller (including but
not limited to) to cure, repurchase or substitute for such Mortgage Loan under the terms of the related Mortgage Loan Purchase
Agreement all at the expense of such Mortgage Loan Seller.


 


(j)           Notwithstanding
anything to the contrary contained in this Agreement, for the purposes of Section 2.03 of this Agreement and any provision
relating to repurchase and substitution obligations for a Material Breach or Material Defect, with respect to any Joint Mortgage
Loan, the obligations of each of the applicable Mortgage Loan Sellers to repurchase or substitute such Joint Mortgage Loan shall
be limited to a repurchase, substitution or Loss of Value Payment with respect to the Note it sold to the Depositor in accordance
with the related Mortgage Loan Purchase Agreement. With respect to any Joint Mortgage Loan, any cure by either of the applicable
Mortgage Loan Sellers with respect to the Note sold by it to the Depositor in accordance with the related Mortgage Loan Purchase
Agreement that also cures the Material Defect or Material Breach with respect to the entire related Joint Mortgage Loan shall
satisfy the cure obligations of both Mortgage Loan Sellers with respect to such Joint Mortgage Loan.


 


(k)           (i)
In the event an Initial Requesting Certificateholder delivers a written request to the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Operating Advisor (solely in its capacity as Operating Advisor) that
a Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Breach or Material
Defect with respect to such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase
Request”), such party shall promptly forward that Certificateholder Repurchase Request to the Master Servicer and the
Special Servicer, and the Enforcing Servicer shall promptly forward that Repurchase Request to the related Mortgage Loan Seller
and each other party to this Agreement and take the actions required under Section 2.03(e). Subject to Section 2.03(l),
the Enforcing Servicer shall be the Enforcing Party with respect to the Certificateholder Repurchase Request. If a Resolution
Failure occurs with respect to the Certificateholder Repurchase Request, the provisions described below under Section 2.03(l)
shall apply.


 


(ii)           In
the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor (solely in its capacity as Operating Advisor) has knowledge of a Material Breach or Material Defect with respect to a
Mortgage Loan, that party shall deliver prompt written notice of such Material Breach or Material Defect to the Master Servicer
and the Special Servicer, and the


 






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Enforcing Servicer shall promptly forward to each other party to this Agreement and the related
Mortgage Loan Seller, identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA
Party Repurchase Request” and, each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, a “Repurchase
Request”). Subject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to the
PSA Party Repurchase Request. If a Resolution Failure occurs with respect to the PSA Party Repurchase Request, the provisions
described below under Section 2.03(l) shall apply.


 


(iii)           In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(such event, a “Resolution Failure”), and for all purposes herein, such Resolution Failure shall be deemed
to have occurred. Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase
Request is sent to the related Mortgage Loan Seller.


 


(iv)           Within
two (2) Business Days after a Resolution Failure occurs with respect to a PSA Party Repurchase Request made by any party other
than the Special Servicer or a Certificateholder Repurchase Request made by any Certificateholder other than the Directing Holder
or a Controlling Class Certificateholder, in each case, related to a Performing Loan, the Master Servicer shall send a written
notice (a “Master Servicer Proposed Course of Action Notice”) to the Special Servicer, indicating the Master
Servicer’s analysis and recommended course of action with respect to such Repurchase Request, along with the Servicing File
and all information, documents (but excluding the original documents constituting the Mortgage File) and records (including records
stored electronically on computer tapes, magnetic discs and the like) relating to such Performing Loan and, if applicable, the
related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise reasonably available to the Master
Servicer, and reasonably requested by the Special Servicer to enable it to assume its duties hereunder to the extent set forth
hereunder for such Performing Loan. Upon receipt of such Master Servicer Proposed Course of Action Notice and such Servicing File,
the Special Servicer shall become the Enforcing Servicer with respect to such Repurchase Request.


 


(l)           (i)
After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request
was initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a
notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to the address
specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator, who shall
make such notice available to all other Certificateholders and Certificate Owners (by posting such notice on the Certificate Administrator’s
Website) indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (the “Proposed
Course of Action”). If the Master Servicer is the Enforcing Servicer, the Master Servicer may (but shall not be obligated
to) consult with the Special Servicer and (for so long as no Consultation Termination Event has occurred and is continuing) the
Directing Holder regarding any Proposed Course of Action. Such notice shall include (a) a request to Certificateholders to indicate
their agreement with or dissent from such Proposed Course of Action by clearly marking “agree” or “disagree”
to the Proposed Course of Action on such notice within 30 days of the date of such notice and a disclaimer that responses


 






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received
after such 30-day period will not be taken into consideration, (b) a statement that in the event any Certificateholder disagrees
with the Proposed Course of Action, the Enforcing Servicer (either as the Enforcing Party or as the Enforcing Servicer in circumstances
where a Certificateholder is acting as the Enforcing Party) shall be compelled to follow the course of action agreed to and/or
proposed by the majority of the responding Certificateholders that involves referring the matter to mediation or arbitration,
as the case may be, (c) a statement that responding Certificateholders will be required to certify their holdings in connection
with such response, (d) a statement that only responses clearly marked “agree” or “disagree” with such
Proposed Course of Action will be taken into consideration and (e) instructions for responding Certificateholders to send their
responses to the applicable Enforcing Servicer and the Certificate Administrator. The Certificate Administrator shall within three
(3) Business Days after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders
and share the results with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received and
clearly indicating agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language
shall not be taken into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with
the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any questions from Certificateholders
regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection
with this Section 2.03(l) shall be limited solely to tabulating Certificateholder responses of “agree” or “disagree”
to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement obligation on the Certificate
Administrator. The Enforcing Servicer may conclusively rely (without investigation) on the Certificate Administrator’s tabulation
of the majority of the responding Certificateholders. If (a) the Enforcing Servicer’s intended course of action with respect
to the Repurchase Request does not involve pursuing further action to exercise rights against the applicable Mortgage Loan Seller
with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or
Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration,
or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the applicable
Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other
Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then
the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing
Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days from the date
the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute Resolution
Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation or arbitration. In
the event any Certificateholder or Certificate Owner entitled to do so delivers a Preliminary Dispute Resolution Election Notice,
and the Enforcing Servicer has also received responses from other Certificateholders or Certificate Owners supporting the Enforcing
Servicer’s initial Proposed Course of Action, such responses shall be considered Preliminary Dispute Resolution Election
Notices supporting the Proposed Course of Action for purposes of determining the course of action proposed by the majority of
Certificateholders.


 


(ii)           If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled to do
so delivers a Preliminary Dispute


 






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Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder
or Certificate Owner otherwise entitled to do so shall have the right to refer the Repurchase Request to mediation or arbitration,
and the Enforcing Servicer shall be the sole party obligated and entitled to determine a course of action, including but not limited
to, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or consultation rights
of the Directing Holder pursuant to Section 6.08.


 


(iii)           Promptly
and in any event within 10 Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the Initial
Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses (a) and (b), a
“Requesting Certificateholder”), the Enforcing Servicer will be required to consult with each Requesting Certificateholder
regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding arbitration) or
arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution Consultation”)
so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase
Request and possible dispute resolution methods, such discussions to occur and be completed no later than 10 Business Days following
the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems
to be in accordance with the Servicing Standard relating to the timing and extent of such consultations. No later than 5 Business
Days after completion of the Dispute Resolution Consultation, a Requesting Certificateholder may provide a final notice to the
Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration (“Final
Dispute Resolution Election Notice”).


 


(iv)           If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated
under this Agreement to determine a course of action, including but not limited to, enforcing the rights of the Trust with respect
to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter
to mediation or arbitration.


 


(v)           If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If there is more than one Requesting Certificateholder that timely delivers a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders will collectively become the Enforcing Party, and the holder or holders
of a majority of the Voting Rights among such Requesting Certificateholders will be entitled to make all decisions relating to
such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the
terms of this Agreement within 30 days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer,
then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder or
Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed
Course of Action Notice indicated


 






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that the Enforcing Servicer shall take no further action with respect to the Repurchase Request,
then the related Material Breach or Material Defect shall be deemed waived for all purposes under this Agreement and the related
Mortgage Loan Purchase Agreement; provided, however, that such Material Breach or Material Defect shall not be deemed
waived with respect a Requesting Certificateholder, any other Certificateholder or Certificate Owner or the Enforcing Servicer
to the extent there is a material change in the facts and circumstances known to such party at the time when the Proposed Course
of Action Notice is posted on the Certificate Administrator’s Website and (iii) if the Proposed Course of Action Notice
had indicated a course of action other than the course of action under clause (ii), then the Enforcing Servicer shall again become
the Enforcing Party and, as such, shall be the sole party obligated and entitled to determine a course of action including, but
not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller.


 


(vi)           Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) will not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request,
or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)          In
the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain
a party to any proceedings against the related Mortgage Loan Seller; provided that the degree and extent to which the Enforcing
Servicer actively prepares for and participates in such proceeding shall be determined by such Enforcing Servicer (in consultation
with the Directing Holder for so long as no Consultation Termination Event has occurred and is continuing), and in accordance
with the Servicing Standard. For the avoidance of doubt, the Depositor, the Mortgage Loan Sellers and any of their respective
Affiliates shall not be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


 


(viii)         The
Requesting Certificateholder is entitled to elect either mediation or arbitration in its sole discretion; however, the
Requesting Certificateholder may not elect to then utilize the alternative method in the event that the initial method is unsuccessful.


 


(ix)           If
(i) a Repurchase Request is made with respect to any Mortgage Loan based on any particular alleged Material Breach or Material
Defect, (ii) a Resolution Failure is deemed to occur with respect to such Repurchase Request, and (iii) if either (A) a mediation
or arbitration is undertaken with respect to such Repurchase Request or (B) the Certificateholders and Certificate Owners cease
to have a right to refer such Repurchase Request to mediation or arbitration, in either case in accordance with the provisions
of this Agreement, then no Certificateholder or Certificate Owner may make any subsequent Repurchase Request with respect to such
Mortgage Loan based on the same alleged Material Breach or Material Defect unless there is a material change in the facts and
circumstances known to such party.


 






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(x)           The
Depositor, the Mortgage Loan Seller and any of their respective Affiliates shall not be entitled to be an Initial Requesting Certificateholder
or a Requesting Certificateholder.


 


(m)           If
the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)           The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller
in accordance with published mediation procedures (the “Mediation Rules”) promulgated by a nationally recognized
mediation services provider selected by the Mortgage Loan Seller (such provider, the “Meditation Services Provider”).


 


(ii)           The
mediator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation, and commercial real estate finance or commercial mortgage-backed securitization matters or other complex
commercial transactions, and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon
being supplied a list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the
right to exercise two peremptory challenges within 14 days and to rank the remaining potential mediators in order of preference.
The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


(iii)           The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business
Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(iv)           The
expenses of any mediation shall be allocated among the parties to the mediation, including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(n)            If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)             The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller in accordance with published arbitration procedures (the “Arbitration Rules”) promulgated by a nationally
recognized arbitration services provider selected by the Mortgage Loan Seller (such provider, the “Arbitration Services
Provider”).


 


(ii)            The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation and commercial real estate finance or commercial mortgage-backed securitization matters or other complex
commercial transactions, and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon
being supplied a list of at least ten potential arbitrators by the Arbitration Services Provider each party will have the right
to exercise two peremptory challenges within 14 days and to rank the remaining


 






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potential arbitrators in order of preference. The
Arbitration Services Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


(iii)           Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)           After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of
expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of
Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post
hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)           Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith
voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in
good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided, that the arbitrator shall have the ability to grant
the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


 


(vi)           The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any
post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those
agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted
by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the
Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees
of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’
fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the
arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties. The final
determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted
under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)         By
selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


 






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(viii)          No
person may bring a putative or certificated class action to arbitration.


 


(o)             The
following provisions will apply to both mediation and third-party arbitration:


 


(i)              Any
mediation or arbitration will be held in New York, New York unless another location is agreed by all parties.


 


(ii)            If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District if such court shall have subject matter
jurisdiction, or if the Southern District has no jurisdiction, then it the Supreme Court of the State of New York for the County
of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)           The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and will not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify
the other party to the resolution procedure and will provide the other party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)           In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to any
arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party;
provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceedings
shall be determined by such Enforcing Servicer in consultation with the Directing Holder, provided that a Consultation
Termination Event has not occurred and is continuing, and in accordance with the Servicing Standard. All amounts recovered by
the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection Account.
The agreement with the arbitrator or mediation, as the case may be, will provide that in the event a Requesting Certificateholder
is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the


 






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agreement reached
in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses
allocated to the Requesting Certificateholder.


 


(v)           In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder shall be required to pay any
expenses allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear
in the mediation proceedings.


 


(vi)           The
Trust (or the Trustee or the Enforcing Party acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.


 


(vii)         For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing
Servicer to perform its obligations with respect to a Mortgage Loan or the exercise of any rights of a Directing Holder (including
without limitation, a liquidation, foreclosure, negotiation of a loan modification or workout, acceptance of a discounted pay
off or deed in lieu, or bankruptcy or other litigation).


 


(viii)        For
the avoidance of doubt, any expenses required to be borne by or allocated to the Enforcing Servicer in mediation or arbitration
or related responsibilities under this Agreement shall be reimbursable as Additional Trust Fund Expenses.


 


Section
2.04  Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor and the Asset Representations Reviewer. (a) The Master Servicer, as Master Servicer,
hereby represents and warrants with respect to itself to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating
Advisor and the Serviced Companion Loan Noteholders, as of the Closing Date, that:


 


(i)             The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each state (within the United States of America)
in which any related Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would


 






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constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations
under this Agreement or its financial condition;


 


(iii)           The
Master Servicer has the full corporate power and authority to enter into and consummate all transactions to be performed by it
contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)           This
Agreement, assuming due authorization, execution and delivery by the Trustee, the Paying Agent, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Special Servicer and the Depositor, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity
or at law;


 


(v)           The
Master Servicer is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand
of any federal, state, municipal or governmental agency, which default, in the Master Servicer’s reasonable judgment is
likely to materially and adversely affect the financial condition or operations of the Master Servicer or its properties taken
as a whole or its ability to perform its duties and obligations hereunder;


 


(vi)          No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment
is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement
or the financial condition of the Master Servicer;


 


(vii)         No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the
transactions of the Master Servicer contemplated by this Agreement, except for any consent, approval, authorization or order which
has been obtained, or which, if not obtained would not have a materially adverse effect on the ability of the Master Servicer
to perform its obligations hereunder;


 


(viii)        Each
officer and employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage
Loans or Serviced Whole Loans is covered by errors and omissions insurance and the fidelity bond in the amounts and with the coverage
required by this Agreement or the Master Servicer self-insures for such risks in compliance with the requirements of Section
3.08(d) of this Agreement; and


 






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(ix)           To
the actual knowledge of the Master Servicer, the Master Servicer is not a Risk Retention Affiliate of the Third-Party Purchaser.


 


(b)           The
Special Servicer, as Special Servicer, hereby represents and warrants to and covenants with the Trustee, for its own benefit and
the benefit of the Certificateholders, and to the Depositor, the Certificate Administrator, the Master Servicer, the Operating
Advisor, the Asset Representations Reviewer and the Serviced Companion Loan Noteholders, as of the Closing Date, that:


 


(i)            The
Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of Delaware,
and the Special Servicer is in compliance with the laws of each state (within the United States of America) in which any related
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents or (B) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C)
violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which,
in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer to perform
its obligations under this Agreement or its financial condition;


 


(iii)           The
Special Servicer has the full corporate power and authority to enter into and consummate all transactions to be performed by it
contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)           This
Agreement, assuming due authorization, execution and delivery by the Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation
of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to applicable bankruptcy,
insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally,
and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)           The
Special Servicer is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand
of any federal, state, municipal or governmental agency, which default, in the Special Servicer’s reasonable judgment is
likely to materially and adversely affect the financial condition or operations of the Special Servicer or its properties taken
as a whole or its ability to perform its duties and obligations hereunder;


 






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(vi)          No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer which
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under
this Agreement or the financial condition of the Special Servicer;


 


(vii)         No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of
the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval, authorization or order
which has been obtained, or which, if not obtained would not have a materially adverse effect on the ability of the Special Servicer
to perform its obligations hereunder; and


 


(viii)        Each
officer and employee of the Special Servicer that has responsibilities concerning the servicing and administration of Mortgage
Loans or Serviced Whole Loans is covered by errors and omissions insurance and the fidelity bond in the amounts and with the coverage
required by this Agreement or the Special Servicer self-insures for such risks in compliance with the requirements of Section
3.08(d) of this Agreement.


 


(c)           [Reserved].


 


(d)           The
Trustee hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Certificate Administrator and the Serviced Companion Loan Noteholders as of the Closing Date,
that:


 


(i)            The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America and has full power, authority and legal right to own its properties and conduct its business as presently conducted
and to execute, deliver and perform the terms of this Agreement;


 


(ii)           This
Agreement has been duly authorized, executed and delivered by the Trustee and, assuming due authorization, execution and delivery
by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Trustee in accordance with
its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting
the enforcement of creditors’ rights in general and by general equity principles (regardless of whether such enforcement
is considered in a proceeding in equity or at law);


 


(iii)          Neither
the execution and delivery of this Agreement by the Trustee nor the consummation by the Trustee of the transactions herein contemplated
to be performed by the Trustee, nor compliance by the Trustee with the provisions hereof, will conflict with or result in a breach
of, or constitute a default under, any of the provisions of any applicable law (subject to the appointment in accordance with
such applicable law of any co-Trustee or separate Trustee required pursuant to this Agreement), governmental rule, regulation,
judgment, decree or order binding on the Trustee or its properties or the organizational


 






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documents
of the Trustee or the terms of any material agreement, instrument or indenture to which the Trustee is a party or by which it
is bound which, in the Trustee’s good faith and reasonable judgment, is likely to affect materially and adversely the ability
of the Trustee to perform its obligations under this Agreement;


 


(iv)          The
Trustee is not in violation of, and the execution and delivery of this Agreement by the Trustee and its performance and compliance
with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court binding on
the Trustee or any law, order or regulation of any federal, state, municipal or governmental agency having jurisdiction, or result
in the creation or imposition of any lien, charge or encumbrance which, in any such event, would have consequences that would
materially and adversely affect the condition (financial or otherwise) or operation of the Trustee or its properties;


 


(v)           No
consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or
body, is required for the execution, delivery and performance by the Trustee of or compliance by the Trustee with this Agreement,
or if required, such approval has been obtained prior to the Cut-off Date or which, if not obtained, would have a materially adverse
effect on the Trustee’s ability to perform its obligations hereunder;


 


(vi)          To
the best of the Trustee’s knowledge, no litigation is pending or threatened against the Trustee which would prohibit its
entering into or materially and adversely affect its ability to perform its obligations under this Agreement or the Indemnification
Agreement, dated and effective the Pricing Date, between the Trustee, the Depositor, the Underwriters and the Initial Purchasers;
and


 


(vii)         To
the actual knowledge of the Trustee, the Trustee is not a Risk Retention Affiliate of the Third-Party Purchaser.


 


(e)           The
Certificate Administrator hereby represents and warrants to the Depositor, the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer and the Serviced Companion Loan Noteholders, as of the Closing Date,
that:


 


(i)            The
Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America and has full power, authority and legal right to own its properties and conduct its business as
presently conducted and to execute, deliver and perform the terms of this Agreement;


 


(ii)           This
Agreement has been duly authorized, executed and delivered by the Certificate Administrator and, assuming due authorization, execution
and delivery by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Certificate
Administrator in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights in general and by general equity principles (regardless
of whether such enforcement is considered in a proceeding in equity or at law);


 






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(iii)          Neither
the execution and delivery of this Agreement by the Certificate Administrator nor the consummation by the Certificate Administrator
of the transactions herein contemplated to be performed by the Certificate Administrator, nor compliance by the Certificate Administrator
with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions
of any applicable law, governmental rule, regulation, judgment, decree or order binding on the Certificate Administrator or its
properties or the organizational documents of the Certificate Administrator or the terms of any material agreement, instrument
or indenture to which the Certificate Administrator is a party or by which it is bound which, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Certificate Administrator
to perform its obligations under this Agreement;


 


(iv)          The
Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator
and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order
or decree of any court binding on the Certificate Administrator or any law, order or regulation of any federal, state, municipal
or governmental agency having jurisdiction, or result in the creation or imposition of any lien, charge or encumbrance which,
in any such event, would have consequences that are likely to affect materially and adversely the ability of the Certificate Administrator
to perform its obligations under this Agreement;


 


(v)           No
consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or
body, is required for the execution, delivery and performance by the Certificate Administrator of or compliance by the Certificate
Administrator with this Agreement, or if required, such approval has been obtained prior to the Cut-off Date or which, if not
obtained, would have a materially adverse effect on the Certificate Administrator’s ability to perform its obligations hereunder;


 


(vi)          To
the best of the Certificate Administrator’s knowledge, no litigation is pending or threatened against the Certificate Administrator
which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement
or the Indemnification Agreement, dated and effective the Pricing Date, between the Certificate Administrator, the Depositor,
the Underwriters and the Initial Purchasers; and


 


(vii)         To
the actual knowledge of the Certificate Administrator, the Certificate Administrator is not a Risk Retention Affiliate of the
Third-Party Purchaser.


 


(f)            The
Operating Advisor hereby represents and warrants to the Trustee, the Depositor, the Certificate Administrator, the Master Servicer,
the Special Servicer, the Asset Representations Reviewer and the Serviced Companion Loan Noteholders, as of the Closing Date,
that:


 


(i)            The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of New York and has full


 






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power,
authority and legal right to own its properties and conduct its business as presently conducted and to execute, deliver and perform
the terms of this Agreement;


 


(ii)           The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents or (B) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C)
violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which,
in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or its financial condition;


 


(iii)          The
Operating Advisor has the full limited liability company power and authority to enter into and consummate all transactions to
be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement,
and has duly executed and delivered this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer, and the Depositor, constitutes a valid, legal and binding obligation of the Operating Advisor, enforceable
against the Operating Advisor in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization,
receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)           The
Operating Advisor is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand
of any federal, state, municipal or governmental agency, which default, in the Operating Advisor’s reasonable judgment,
is likely to materially and adversely affect the financial condition or operations of the Operating Advisor or its properties
taken as a whole or its ability to perform its duties and obligations hereunder;


 


(vi)          No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor which
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to perform its obligations
under this Agreement or the financial condition of the Operating Advisor;


 


(vii)         No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Operating Advisor, or compliance by the Operating Advisor with, this Agreement or the consummation of the
transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval, authorization or order
which has been


 






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obtained,
or which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations
hereunder;


 


(viii)        The
Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement
over the life of the Trust Fund; and


 


(ix)           The
Operating Advisor is an Eligible Operating Advisor.


 


(g)           The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator, as of
the Closing Date, that:


 


(i)            The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its financial condition;


 


(iii)          The
Asset Representations Reviewer has the full limited liability company power and authority to enter into and consummate all transactions
to be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this
Agreement, and has duly executed and delivered this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)           The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any


 






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court
or arbiter, or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation,
in the Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect
either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition
of the Asset Representations Reviewer;


 


(vi)          No
litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(vii)         No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(viii)        The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(h)      It
is understood and agreed that the representations and warranties set forth in this Section shall survive delivery of the respective
Mortgage Files to the Custodian on behalf of the Trustee until the termination of this Agreement, and shall inure to the benefit
of the Trustee, the Depositor, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Serviced
Companion Loan Noteholders and the Master Servicer or Special Servicer, as the case may be. Upon discovery by the Depositor, the
Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
or a Responsible Officer of the Trustee (or upon written notice thereof from any Certificateholder) of a breach of any of the
representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders,
the Certificate Administrator, the Master Servicer, Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Serviced Companion Loan Noteholders or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt
written notice to the other parties hereto, the Serviced Companion Loan Noteholders and the Mortgage Loan Sellers.


 


Section
2.05 Execution and Delivery of Certificates; Issuance of Upper-Tier Regular Interests; Issuance of Lower-Tier Regular Interests.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Mortgage Files to the Custodian (to
the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of
Section 2.01 and Section 2.02 of this Agreement and, concurrently with such delivery, (i) acknowledges and hereby
declares that it holds the Mortgage


 






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Loans
(excluding the Excess Interest) for the benefit of (y) the Holders of the Class R Certificates (in respect of the Class LTR Interest)
and (z) the Holder of the Lower-Tier Regular Interests; (ii) acknowledges and hereby declares that it holds the Excess Interest
for the benefit of the Holders of the Excess Interest Certificates; (iii) in exchange for the Mortgage Loans, acknowledges the
issuance of the Lower-Tier Regular Interests and the Class LTR Interest represented by the Class R Certificates; (iv) acknowledges
the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC and hereby declares that it holds
the Lower-Tier Regular Interests on behalf of the Upper-Tier REMIC and the Holders of the Regular Certificates; and (v) in exchange
for the Lower-Tier Regular Interests, has caused to be executed and caused to be authenticated and delivered to or upon the order
of the Depositor, or as directed by the terms of this Agreement, the Regular Certificates and the Class UTR Interest represented
by the Class R Certificates, in authorized denominations; and the Depositor hereby acknowledges the receipt by it or its designees
of the Certificates, which Certificates evidence ownership of the entire Trust Fund.


 


The
Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without
recourse all the right, title and interest of the Depositor in the Excess Interest and any other property constituting the Grantor
Trust to the Trustee for the benefit of the Holders of the Grantor Trust Certificates. The Trustee (i) acknowledges the assignment
to it of the Class S Specific Grantor Trust Assets, (ii) declares that it holds and will hold the Class S Specific Grantor Trust
Assets in trust for the exclusive use and benefit of all present and future Holders of the Grantor Trust Certificates, and (iii)
has caused to be executed and caused to be authenticated and delivered to or upon the order of the Depositor, in exchange for
the Class S Specific Grantor Trust Assets, and the Depositor hereby acknowledges the receipt by it or its designees of, the Grantor
Trust Certificates in authorized Denominations.


 


Section
2.06 Miscellaneous REMIC and Grantor Trust Provisions. (a) The Lower-Tier Regular Interests issued hereunder are hereby
designated as the “regular interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code,
and the Class LTR Interest, represented by the Class R Certificates, is hereby designated as the sole class of “residual
interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(2) of the Code. The Regular Certificates are hereby
designated as “regular interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and
the Class UTR Interest, represented by the Class R Certificates, is hereby designated as the sole class of “residual interests”
in the Upper-Tier REMIC within the meaning of Section 860G(a)(2) of the Code. The Closing Date is hereby designated as the “Startup
Day” of each Trust REMIC within the meaning of Section 860G(a)(9) of the Code. The “latest possible maturity date”
of the Lower-Tier Regular Interests and the Regular Certificates for purposes of Section 860G(a)(l) of the Code is the Rated Final
Distribution Date.


 


(b)           None
of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall enter into any
arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated
herein.


 


(c)           Each
Class of Grantor Trust Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting
of the Specific Grantor Trust


 






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Assets
with the corresponding alphabetic or alphanumeric designation. The Grantor Trust shall be treated as a “grantor trust”
within the meaning of the Grantor Trust Provisions.


 


Article
III



ADMINISTRATION AND SERVICING

OF THE TRUST FUND


 


Section
3.01 The Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Mortgage
Loans and the Serviced Companion Loans. (a) The Master Servicer (generally with respect to Serviced Mortgage Loans and any
related Serviced Companion Loans that are not Specially Serviced Loans) and the Special Servicer (generally with respect to Specially
Serviced Loans and Serviced REO Loans), each as an independent contractor servicer, shall service and administer the Serviced
Mortgage Loans and any related Serviced Companion Loans on behalf of the Trust Fund and the Trustee (as Trustee for the Certificateholders)
and, in the case of any Serviced Whole Loan, the related Serviced Companion Loan Noteholder(s), (as a collective whole as if such
Certificateholders and Serviced Companion Loan Noteholder(s), as applicable, constituted a single lender (and with respect to
any Serviced Whole Loan with a related Serviced Subordinate Companion Loan, taking into account the subordinate nature of such
Serviced Subordinate Companion Loan)), in each case, in accordance with the Servicing Standard.


 


The
Master Servicer’s or Special Servicer’s liability for actions and omissions in its capacity as Master Servicer or
Special Servicer, as the case may be, hereunder is limited as provided herein (including, without limitation, pursuant to Section
6.03 hereof). To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement,
the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on
the Mortgage Notes; provided, that nothing herein contained shall be construed as an express or implied guarantee by the
Master Servicer or Special Servicer of the collectability of the Mortgage Loans or the Serviced Companion Loans. Subject only
to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or through
sub-servicers (subject to paragraph (c) of this Section 3.01, to the related sub-servicing agreement with each sub-servicer
and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing
and administration that it may deem consistent with the Servicing Standard and, in its reasonable judgment, in the best interests
of the Certificateholders, including, without limitation, with respect to each Serviced Mortgage Loan and, in the case of any
Serviced Whole Loan, in the best interests of the Certificateholders and the Serviced Companion Loan Noteholder(s), as a collective
whole as if such Certificateholders and (with respect to a Serviced Whole Loan) Serviced Companion Loan Noteholder(s) constituted
a single lender (and with respect to any Serviced Whole Loan with any related Serviced Subordinate Companion Loan, taking into
account the subordinate nature of such Serviced Subordinate Companion Loan)) to prepare, execute and deliver, on behalf of the
Certificateholders and Serviced Companion Loan Noteholders and the Trustee or any of them: (i) any and all financing statements,
continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related
collateral; (ii) any modifications, waivers, consents or amendments to or with respect to any documents contained in the related
Mortgage File; and (iii) any and all


 






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instruments
of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect
to such Mortgage Loans and the Mortgaged Properties. Notwithstanding the foregoing, neither the Master Servicer nor the Special
Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan except under the circumstances
described in Section 3.03, Section 3.09, Section 3.10, Section 3.24, Section 3.25, Section
3.26 and Section 3.27 hereof. The Master Servicer (with respect to Serviced Mortgage Loans and any related Serviced
Companion Loans that are non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans and
Serviced REO Loans) shall provide to the Borrowers related to such Mortgage Loans that it is servicing any reports required to
be provided to them pursuant to the related Loan Documents. Subject to Section 3.11 of this Agreement, the Trustee shall,
upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer and Special Servicer,
as applicable, any powers of attorney (substantially in the form attached hereto as Exhibit DD-1 or Exhibit DD-2,
as applicable, or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable)
and other documents (including but not limited to other powers of attorney) prepared by the Master Servicer and Special Servicer,
as applicable, and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer,
as applicable, to carry out their servicing and administrative duties hereunder. The Trustee shall not be held liable for any
misuse of any such power of attorney or such other documents by the Master Servicer and Special Servicer, as applicable. Notwithstanding
anything contained herein to the contrary, none of the Master Servicer or the Special Servicer shall, without the Trustee’s
written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master
Servicer’s or the Special Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement
of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required
by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business
Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as
is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with
the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s
consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity); or (ii)
take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.


 


(b)           Unless
otherwise provided in the related Mortgage Note or related Intercreditor Agreement, the Master Servicer shall apply any partial
Principal Prepayment received on a Serviced Mortgage Loan or Serviced Companion Loan, as applicable, on a date other than a Due
Date to the Stated Principal Balance of such Serviced Mortgage Loan or Serviced Companion Loan, as applicable, as of the Due Date
immediately following the date of receipt of such partial Principal Prepayment. Unless otherwise provided in the related Mortgage
Note or related Intercreditor Agreement, the Master Servicer shall apply any amounts received on U.S. Treasury obligations in
respect of a Serviced Mortgage Loan or Serviced Companion Loan, as applicable, being defeased pursuant to its terms to the Stated
Principal Balance of and interest on such Mortgage Loan or Serviced Companion Loan, as applicable, as of the Due Date immediately
following the receipt of such amounts.


 






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(c)           The
Master Servicer and the Special Servicer, may enter into Sub-Servicing Agreements with third parties with respect to any of its
respective obligations hereunder, provided that (i) any such agreement requires the Sub-Servicer to comply in all material
respects with all of the applicable terms and conditions of this Agreement and shall be consistent with the provisions of this
Agreement, the terms of the respective Loan Documents and, in the case of a Serviced Companion Loan, the related Intercreditor
Agreement, (ii) if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, any such agreement provides
that (x) the failure of such Sub-Servicer to comply with any of the requirements under Article X of this Agreement applicable
to such Sub-Servicer, including the failure to deliver any reports or certificates at the time such report or certification is
required under Article X and (y) the failure of such Sub-Servicer to comply with any requirements to deliver any items
required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any other series
of certificates offered by the Depositor shall constitute an event of default by such Sub-Servicer upon the occurrence of which
(following the expiration of any applicable grace period) the Master Servicer shall (and the Depositor may) immediately terminate
the related Sub-Servicer under the related Sub-Servicing Agreement, which termination shall be deemed for cause, (iii) no Sub-Servicer
retained by the Master Servicer or the Special Servicer, as applicable, shall grant any modification, waiver or amendment to any
Mortgage Loan or Serviced Companion Loan, as applicable, or foreclose any Mortgage without the approval of the Master Servicer
or the Special Servicer, as applicable, which approval shall be given or withheld in accordance with the procedures set forth
in Section 3.09, Section 3.10, Section 3.24, Section 3.25, Section 3.26, Section 3.27,
(as applicable), (iv) such Sub-Servicing Agreement shall be consistent with the Servicing Standard, (v) such Sub-Servicing Agreement
shall be terminable if at any time the related Sub-Servicer is a Risk Retention Affiliate of the Third-Party Purchaser and such
Sub-Servicer is a servicer as contemplated by Item 1108(a)(2) of Regulation AB, and (vi) with respect to any Sub-Servicing Agreement
entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such
Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party. Any such Sub-Servicing
Agreement may permit the Sub-Servicer to delegate its duties to agents or Subcontractors so long as the related agreements or
arrangements with such agents or Subcontractors are consistent with the provisions of this Section 3.01(c) (including,
for the avoidance of doubt, that no such agent or Subcontractor is a Prohibited Party, if such agent or Subcontractor would be
a Servicing Function Participant, at the time the related sub-servicing agreement is entered into). Any monies received by a Sub-Servicer
pursuant to a Sub-Servicing agreement (other than sub-servicing fees) shall be deemed to be received by the Master Servicer on
the date received by such Sub-Servicer.


 


Any
Sub-Servicing Agreement entered into by the Master Servicer or the Special Servicer, as applicable, shall provide that it may
be assumed or terminated by the Trustee (in its sole discretion, but must be assumed with respect to any Mortgage Loan Seller
Sub-Servicer so long as such Mortgage Loan Seller Sub-Servicer is not in default under the applicable Sub-Servicing Agreement)
if the Trustee has assumed the duties of the Master Servicer or the Special Servicer, respectively, or any successor Master Servicer
or Special Servicer, as applicable, without cost or obligation to the assuming party or the Trust Fund, upon the assumption by
such party of the obligations, except to the extent they arose prior to the date of assumption, of the Master Servicer or the
Special Servicer, as applicable, pursuant to Section 7.02 (it being


 






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understood
that any such obligations shall be the obligations of the terminated Master Servicer or Special Servicer, as applicable, only).


 


Any
Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans or the Serviced Companion Loans
involving a Sub-Servicer, shall be deemed to be between the Master Servicer or the Special Servicer, as applicable, and such Sub-Servicer
alone, and the Trustee, the Certificate Administrator, the Trust Fund, the Operating Advisor, the Asset Representations Reviewer,
the Certificateholders and, if applicable, Serviced Companion Loan Noteholders shall not be deemed parties thereto and shall have
no claims, rights (except as specified below), obligations, duties or liabilities with respect to the Sub-Servicer, except as
set forth in Section 3.01(c)(ii) and Section 3.01(d).


 


Any
Sub-Servicing Agreement as to which a Mortgage Loan Seller required the Master Servicer to enter into shall provide that the Master
Servicer (and any successor Master Servicer) or Trustee may only terminate the related Mortgage Loan Seller Sub-Servicer for cause
pursuant to such Sub-Servicing Agreement and as otherwise specified in such Sub-Servicing Agreement.


 


Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for
the performance by third parties of any or all of its obligations herein, without the consent of the Directing Holder for so long
as no Control Termination Event has occurred and is continuing, except to the extent necessary for the Special Servicer to comply
with applicable regulatory requirements.


 


The
Master Servicer or the Special Servicer, as applicable, shall monitor the performance and enforce the obligations of each Mortgage
Loan Seller Sub-Servicer and each Sub-Servicer that it retains under a related Sub-Servicing Agreement, except that the Master
Servicer shall only be required to use commercially reasonable efforts to cause any Mortgage Loan Seller Sub-Servicer to comply
with Article X hereof. No Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing decisions,
such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents,
without the consent of the Master Servicer or Special Servicer, as applicable. The Master Servicer’s consent may also be
required for certain other servicing decisions as provided in the related Sub-Servicing Agreement.


 


Except
with respect to the Special Servicer, no party shall enter into a Sub-Servicing Agreement with a Sub-Servicer that is a Risk Retention
Affiliate of the Third-Party Purchaser if such Sub-Servicer would be a servicer as contemplated by Item 1108(a)(2) of Regulation
AB. Notwithstanding the preceding sentence, the parties to this Agreement, absent actual knowledge to the contrary, may conclusively
rely upon a representation of any Mortgage Loan Seller Sub-Servicer that such Sub-Servicer is not, to its actual knowledge, a
Risk Retention Affiliate of the Third-Party Purchaser. If at any time a party to this transaction obtains actual knowledge that
such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2) of Regulation AB and is a Risk Retention Affiliate of the Third-Party
Purchaser, such party shall terminate such Sub-Servicer in accordance with the related Sub-Servicing Agreement.


 


(d)           If
the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer, or if the Trustee or any successor
Special Servicer assumes the obligations


 






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of
the Special Servicer, in each case in accordance with Section 7.02, the Trustee, the successor Master Servicer or such
successor Special Servicer, as applicable, to the extent necessary to permit the Trustee, the successor Master Servicer or such
successor Special Servicer, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the
part of the Trustee, the successor Master Servicer or such successor Special Servicer, as applicable, succeed to all of the rights
and obligations of the Master Servicer or the Special Servicer, as applicable, under any Sub-Servicing Agreement entered into
by the Master Servicer or the Special Servicer, as applicable, pursuant to Section 3.01(c). In such event, such successor
shall be deemed to have assumed all of the Master Servicer’s or the Special Servicer’s interest, as applicable, therein
(but not any liabilities or obligations in respect of acts or omissions of the Master Servicer or the Special Servicer, as applicable,
prior to such deemed assumption) and to have replaced the Master Servicer or the Special Servicer, as applicable, as a party to
such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to such successor, except
that the Master Servicer or the Special Servicer, as applicable, shall not thereby be relieved of any liability or obligations
under such Sub-Servicing Agreement that accrued prior to the succession of such successor.


 


If
the Trustee or any successor Master Servicer or Special Servicer, as applicable, assumes the servicing obligations of the Master
Servicer or the Special Servicer, as applicable, then upon request of such successor, the Master Servicer or Special Servicer,
as applicable, shall at its own expense (except (i) in the event that the Special Servicer is terminated pursuant to Section
3.22(b), at the expense of the Certificateholders effecting such termination, as applicable; or (ii) in the event that the
Master Servicer or the Special Servicer is terminated pursuant to Section 6.04(c), at the expense of the Trust) deliver
to such successor all documents and records relating to any Sub-Servicing Agreement and the Mortgage Loans and/or the Serviced
Companion Loans, as applicable, then being serviced hereunder or thereunder and an accounting of amounts collected and held by
it, if any, and shall otherwise use commercially reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing
Agreement to such successor. The Master Servicer shall not be required to assume the obligations of the Special Servicer and nothing
in this paragraph shall imply otherwise.


 


(e)           The
parties hereto acknowledge that each Whole Loan is subject to the terms and conditions of the related Intercreditor Agreement
and, with respect to a Non-Serviced Mortgage Loan, further subject to the servicing under and all other terms and conditions of
the Other Pooling and Servicing Agreement. The parties hereto further recognize the respective rights and obligations of each
Companion Loan Noteholder under the related Intercreditor Agreement, including, without limitation with respect to (A) the allocation
of collections (and all other amounts received in connection with the related Whole Loan) on or in respect of the related Mortgage
Loan and (B) the allocation of Default Interest on or in respect of the related Mortgage Loan.


 


Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to the Serviced Whole Loans are limited by and subject to the terms of the related Intercreditor Agreement and, with respect to
any Non-Serviced Mortgage Loan, the rights of the Other Servicer and the Other Special Servicer under the Other Pooling and Servicing
Agreement. The


 






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Master
Servicer shall, consistent with the applicable Servicing Standard, enforce the rights of the Trustee (as holder of a Non-Serviced
Mortgage Loan) under the related Intercreditor Agreement and the Other Pooling and Servicing Agreement. The parties hereto acknowledge
that each Non-Serviced Whole Loan and any related REO Property are being serviced and administered under the related Other Pooling
and Servicing Agreement and the Other Servicer will make any Servicing Advances required thereunder in respect of such Non-Serviced
Whole Loan and remit collections on the Non-Serviced Mortgage Loan to or on behalf of the Trust. None of the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee shall have any obligation or authority to supervise the related
Other Servicer, the related Other Special Servicer or the related Other Trustee or to make Servicing Advances with respect to
any such Non-Serviced Whole Loan. Although each Non-Serviced Whole Loan is being serviced under the related Other Pooling and
Servicing Agreement, the Directing Holder may have certain information and consultation rights relating to the servicing of the
Non-Serviced Whole Loan pursuant to the terms of the related Intercreditor Agreement and the related Other Pooling and Servicing
Agreement. Any obligation of the Master Servicer or Special Servicer, as applicable, to provide information and collections to
the Trustee, the Certificate Administrator and the Certificateholders with respect to any Non-Serviced Whole Loan shall be dependent
on its receipt of the corresponding information and collections from the related Other Servicer or the related Other Special Servicer.
Nothing herein shall be deemed to override the provisions of an Intercreditor Agreement with respect to the rights of the related
noteholders thereunder and with respect to the servicing and administrative duties and obligations with respect to such Non-Serviced
Whole Loans. In the event of any inconsistency or discrepancy between the provisions, terms or conditions of an Intercreditor
Agreement related to a Non-Serviced Whole Loan and the provisions, terms or conditions of this Agreement, the related Intercreditor
Agreement shall govern.


 


If
any Mortgage Loan included in any Serviced Whole Loan is no longer part of the Trust Fund and the servicing and administration
of such Serviced Whole Loan is to be governed by a separate servicing agreement and not by this Agreement, the Master Servicer
and, if such Serviced Whole Loan is then being specially serviced hereunder, the Special Servicer, shall continue to act in such
capacities under such separate servicing agreement, which agreement shall be reasonably acceptable to the Master Servicer and/or
the Special Servicer, as the case may be, and shall contain servicing and administration, limitation of liability, indemnification
and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except that such
Serviced Whole Loan and the related Mortgaged Property shall be serviced as if they were the sole assets serviced and administered
thereunder and the sole source of funds thereunder and except that there shall be no further obligation of any Person to make
P&I Advances. All amounts due the Master Servicer, the Trustee and the Special Servicer (including Advances and interest thereon)
pursuant to this Agreement and the applicable Intercreditor Agreement shall be paid to the Master Servicer, the Trustee and the
Special Servicer by the successor Master Servicer or Special Servicer, as applicable, or as an Additional Trust Fund Expense on
the first Master Servicer Remittance Date following termination. In addition, until such time as a separate servicing agreement
with respect to such Serviced Whole Loan and any related Serviced REO Property has been entered into and, notwithstanding that
neither such Mortgage Loan nor any related Serviced REO Property is part of the Trust Fund, the Custodian shall continue to hold
the Mortgage File and the Master Servicer and, if applicable, the Special Servicer shall (subject to the preceding sentence) continue


 






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to
service such Serviced Whole Loan or any related Serviced REO Property, as the case may be, under this Agreement as if it were
a separate servicing agreement. Nothing herein shall be deemed to override the provisions of an Intercreditor Agreement with respect
to the rights of the related noteholders thereunder and with respect to the servicing and administrative duties and obligations
with respect to such Serviced Whole Loans. In the event of any inconsistency or discrepancy between the provisions, terms or conditions
of an Intercreditor Agreement related to a Serviced Whole Loan and the provisions, terms or conditions of this Agreement, the
related Intercreditor Agreement shall govern, and as to any matter on which such Intercreditor Agreement is silent or makes reference
to this Agreement, this Agreement shall govern.


 


(f)            Except
as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder
will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated
to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity
hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations performed
in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank, National Association,
or where the groups or divisions responsible for performing the obligations in such capacities have one or more of the same Responsible
Officers, provided in any event, however, the knowledge of employees performing special servicing functions shall not be
imputed to employees performing master servicing functions, and the knowledge of employees performing master servicing functions
shall not be imputed to employees performing special servicing functions.


 


Section
3.02 Liability of the Master Servicer and the Special Servicer When Sub-Servicing. Notwithstanding any Sub-Servicing
Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or Special
Servicer, as applicable, and any Person acting as sub-servicer (or its agents or Subcontractors) or any reference to actions taken
through any Person acting as sub-servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain
obligated and primarily liable to the Trustee (on behalf of the Certificateholders), the Certificateholders the Certificateholders
and, with respect to the Serviced Whole Loans, the Serviced Companion Loan Noteholders, for the servicing and administering of
the Mortgage Loans and Serviced Companion Loans in accordance with the provisions of this Agreement without diminution of such
obligation or liability by virtue of such sub-servicing agreements or arrangements or by virtue of indemnification from the Depositor
or any other Person acting as sub-servicer (or its agents or Subcontractors) to the same extent and under the same terms and conditions
as if the Master Servicer or the Special Servicer, as applicable, alone were servicing and administering the Mortgage Loans and
Serviced Companion Loans. Each of the Master Servicer and the Special Servicer shall be entitled to enter into an agreement with
any sub-servicer providing for indemnification of the Master Servicer or the Special Servicer, as applicable, by such sub-servicer,
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for indemnification
shall be deemed to limit or modify this Agreement.


 


Section
3.03 Collection of Mortgage Loan and Serviced Companion Loan Payments. The Master Servicer (with respect to all the
Serviced Mortgage Loans and any related


 






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Serviced
Companion Loans (other than Specially Serviced Loans) that the Master Servicer is servicing) and the Special Servicer (with respect
to Specially Serviced Loans) shall use reasonable efforts to collect all payments called for under the terms and provisions of
the Serviced Mortgage Loans and any related Serviced Companion Loans each is obligated to service hereunder, and shall follow
the Servicing Standard with respect to such collection procedures; provided, that nothing herein contained shall be construed
as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability of the Mortgage Loans
or the Serviced Companion Loans; provided, further, that with respect to such Serviced Mortgage Loans and any related
Serviced Companion Loans, as applicable, that have Anticipated Repayment Dates, so long as the related Borrower is in compliance
with each provision of the related Loan Documents, the Master Servicer and Special Servicer (including the Special Servicer in
its capacity as a Certificateholder, if applicable) shall not take any enforcement action with respect to the failure of the related
Borrower to make any payment of Excess Interest, other than requests for collection, until the final maturity date of such Mortgage
Loan or Serviced Whole Loan, as applicable, or the outstanding principal balance of such Mortgage Loan or Serviced Whole Loan,
as applicable, has been paid in full, however, consistent with the applicable Servicing Standard, the Master Servicer, or the
Special Servicer each may in its discretion waive the Excess Interest (even at the final maturity date) in connection with any
Mortgage Loan it is obligated to service hereunder if taking such action is in the best interest of the Certificateholders as
a collective whole. With respect to each Performing Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall
use its reasonable efforts, consistent with the Servicing Standard, to collect income statements and rent rolls from Borrowers
as required by the Loan Documents and the terms hereof. The Master Servicer shall provide at least 90 days’ notice (with
a copy to the Special Servicer) to the Borrowers of Balloon Payments coming due on Performing Loans (other than a Non-Serviced
Mortgage Loan). Consistent with the foregoing, the Master Servicer (with respect to each Performing Loan) or the Special Servicer
(with respect to Specially Serviced Loans) may in their discretion waive any late payment charge or Default Interest it is entitled
to receive in connection with any delinquent Periodic Payment or Balloon Payment with respect to any Mortgage Loan or Serviced
Companion Loan that it is servicing. In addition, the Special Servicer shall be entitled to take such actions with respect to
the collection of payments on the Mortgage Loans and the Serviced Companion Loans as are permitted or required under this Agreement.


 


Section
3.04 Collection of Taxes, Assessments and Similar Items; Escrow Accounts. (a) The Master Servicer, in the case of all
Serviced Mortgage Loans that it is servicing, shall maintain accurate records with respect to each related Mortgaged Property
reflecting the status of taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance
premiums payable with respect thereto. With respect to each Specially Serviced Loan, the Special Servicer shall use its reasonable
efforts, consistent with the Servicing Standard, to collect income statements and rent rolls from Borrowers as required by the
Loan Documents. The Special Servicer, in the case of Serviced REO Loans, and the Master Servicer, in the case of all Serviced
Mortgage Loans that it is servicing, shall use reasonable efforts consistent with the Servicing Standard to, from time to time,
(i) obtain all bills for the payment of such items (including renewal premiums), and (ii) effect, or, if the Special Servicer,
to use reasonable efforts to cause the Master Servicer to effect, payment of all such bills with respect to such Mortgaged Properties
prior to the applicable penalty or termination date, in each case employing for such purpose Escrow Payments as allowed under
the terms of the related


 






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Loan
Documents for the related Mortgage Loan or Serviced Companion Loan. If a Borrower under a Serviced Mortgage Loan fails to make
any such payment on a timely basis or collections from the Borrower are insufficient to pay any such item before the applicable
penalty or termination date, the Master Servicer shall advance the amount of any shortfall as a Servicing Advance unless the Master
Servicer determines in accordance with the Servicing Standard that such Advance would be a Nonrecoverable Advance (provided
that with respect to advancing insurance premiums or delinquent tax assessments the Master Servicer shall comply with the
provisions of the second to last paragraph in Section 3.21(d) of this Agreement). The Master Servicer shall be entitled
to reimbursement of Servicing Advances, with interest thereon at the Reimbursement Rate, that it makes pursuant to this Section
3.04 of this Agreement from amounts received on or in respect of the related Mortgage Loan or Serviced Whole Loan respecting
which such Advance was made or if such Advance has become a Nonrecoverable Advance, to the extent permitted by Section 3.06
of this Agreement. No costs incurred by the Master Servicer in effecting the payment of taxes and assessments on the Mortgaged
Properties shall, for the purpose of calculating distributions to Certificateholders or Serviced Companion Loan Noteholders, be
added to the amount owing under the related Mortgage Loans or Serviced Companion Loans, notwithstanding that the terms of such
Mortgage Loans or Serviced Companion Loans so permit.


 


The
parties acknowledge that with respect to Non-Serviced Mortgage Loans, the Other Servicer is obligated to make (or any other service
provider provided for in the related Other Pooling and Servicing Agreement may make) Servicing Advances with respect to such Non-Serviced
Mortgage Loans pursuant to the related Other Pooling and Servicing Agreement. The Other Servicer (or other service provider) shall
be entitled to reimbursement for nonrecoverable Servicing Advances (as such term or similar term may be defined in the related
Other Pooling and Servicing Agreement) with, in each case, any accrued and unpaid interest thereon provided for under the related
Other Pooling and Servicing Agreement in the manner set forth in such Other Pooling and Servicing Agreement, the related Intercreditor
Agreement and Section 3.06(a)(v) of this Agreement.


 


(b)           The
Master Servicer shall segregate and hold all funds collected and received pursuant to any Serviced Mortgage Loan or any Serviced
Companion Loan that it is servicing constituting Escrow Payments separate and apart from any of its own funds and general assets
and shall establish and maintain one or more segregated custodial accounts (each, an “Escrow Account”) into
which all Escrow Payments shall be deposited within two (2) Business Days after receipt of properly identified funds and maintained
in accordance with the requirements of the related Mortgage Loan or Serviced Whole Loan, as applicable, and in accordance with
the Servicing Standard. The Master Servicer shall also deposit into each Escrow Account any amounts representing losses on Permitted
Investments to the extent required pursuant to Section 3.07(b) of this Agreement and any Insurance Proceeds or Liquidation
Proceeds which are required to be applied to the restoration or repair of any Mortgaged Property pursuant to the related Mortgage
Loan or Serviced Whole Loan. Escrow Accounts shall be Eligible Accounts (except to the extent the related Loan Documents require
it to be held in an account that is not an Eligible Account); provided, if the ratings of the financial institution holding
such account are downgraded to a ratings level below that of an Eligible Account (except to the extent the related Loan Documents
require it to be held in an account that is not an Eligible Account), the Master Servicer shall have 30 days (or such longer time
as


 






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confirmed
by a Rating Agency Confirmation, obtained at the expense of the Master Servicer relating to the Certificates and any related Serviced
Companion Loan Securities) to transfer such account to an Eligible Account. Escrow Accounts shall be entitled, “Wells Fargo
Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit
of the Holders of Deutsche Mortgage & Asset Receiving Corporation, Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2018-B4 and Various Borrowers and, if applicable, Serviced Companion Loan Noteholders”. Withdrawals
from an Escrow Account may be made by the Master Servicer only:


 


(i)            to
effect timely payments of items constituting Escrow Payments for the related Mortgage;


 


(ii)           to
transfer funds to the Collection Account and/or the applicable Serviced Whole Loan Collection Account (or any sub-account thereof)
to reimburse the Master Servicer or the Trustee for any Servicing Advance (with interest thereon at the Reimbursement Rate) relating
to Escrow Payments, but only from amounts received with respect to the related Mortgage Loan and/or Serviced Whole Loan, as applicable,
which represent late collections of Escrow Payments thereunder;


 


(iii)          for
application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan and/or
Serviced Whole Loan, as applicable, and the Servicing Standard;


 


(iv)          to
clear and terminate such Escrow Account upon the termination of this Agreement or pay-off of the related Mortgage Loan and/or
Serviced Whole Loan, as applicable;


 


(v)           to
pay from time to time to the related Borrower any interest or investment income earned on funds deposited in the Escrow Account
if such income is required to be paid to the related Borrower under law or by the terms of the Loan Documents for such Mortgage
Loan or Serviced Whole Loan, or otherwise to the Master Servicer; or


 


(vi)          to
remove any funds deposited in an Escrow Account that were not required to be deposited therein or to refund amounts to Borrowers
determined to be overages.


 


(c)           The
Master Servicer shall, as to each Serviced Mortgage Loan and each Serviced Companion Loan that it is servicing, (i) maintain accurate
records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar
items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof
and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including
renewal premiums) and, for such Mortgage Loans and Serviced Companion Loans that require the related Borrower to escrow for such
items, shall effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment
for which it is responsible, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Loan Documents
for such Mortgage Loan and Serviced Companion Loan (or, if such Mortgage Loan or Serviced Companion Loan does not require the
related Borrower to escrow for the payment of


 






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real
estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall use reasonable
efforts consistent with the Servicing Standard to cause the related Borrower to comply with the requirement of the related Loan
Documents that the Borrower make payments in respect of such items at the time they first become due and, in any event, prior
to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such
items). Subject to Section 3.21 of this Agreement, the Master Servicer shall timely make a Servicing Advance with respect
to the Serviced Mortgage Loans and any related Serviced Companion Loans that it is servicing, if any, to cover any such item which
is not so paid, including any penalties or other charges arising from the Borrower’s failure to timely pay such items.


 


Section
3.05 Collection Accounts; Gain-on-Sale Reserve Account; Distribution Accounts; Interest Reserve Account and Serviced Whole
Loan Collection Accounts. (a) The Master Servicer shall establish and maintain a Collection Account, for the benefit of the
Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests with respect to the Mortgage Loans that it
is servicing. The Collection Account shall be established and maintained as an Eligible Account. Amounts attributable to Excess
Interest will be assets of the Grantor Trust. Amounts attributable to the Companion Loans will not be assets of the Trust Fund.


 


Within
two (2) Business Days following receipt of properly identified funds, the Master Servicer shall deposit or cause to be deposited
in the Collection Account the following payments and collections received or made by or on behalf of it on or with respect to
the Mortgage Loans subsequent to the Cut-off Date:


 


(i)            all
payments on account of principal on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan), including
the principal component of all Unscheduled Payments;


 


(ii)           all
payments on account of interest on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan) (net of
the related Servicing Fees), including Prepayment Premiums, Default Interest, Yield Maintenance Charges, Excess Interest and the
interest component of all Unscheduled Payments;


 


(iii)          any
amounts required to be deposited pursuant to Section 3.07(b) of this Agreement, in connection with net losses realized
on Permitted Investments with respect to funds held in the Collection Account;


 


(iv)          all
Net REO Proceeds withdrawn from the related REO Account (other than the Serviced Whole Loan REO Account) pursuant to Section
3.15(b) of this Agreement;


 


(v)           any
amounts received from Borrowers which represent recoveries of Property Protection Expenses and are allocable to the Mortgage Loans
(other than any Mortgage Loan related to a Serviced Whole Loan), to the extent not permitted to be retained by the Master Servicer
as provided herein;


 






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(vi)          all
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of any Mortgage Loan (other than any Mortgage
Loan related to a Serviced Whole Loan) or any REO Property (other than a Serviced REO Property related to a Serviced Whole Loan),
other than Gain-on-Sale Proceeds and Liquidation Proceeds that are received in connection with a purchase of all the Mortgage
Loans and any REO Properties in the Trust Fund and that are to be deposited in the Lower-Tier Distribution Account pursuant to
Section 9.01 of this Agreement, together with any amounts representing recoveries of Nonrecoverable Advances, including
any recovery of Unliquidated Advances, in respect of the related Mortgage Loans (other than any Mortgage Loan related to a Serviced
Whole Loan); provided, that any Liquidation Proceeds related to a sale, pursuant to Section 3.16 hereof or pursuant
to the related Intercreditor Agreement, of a Mortgage Loan included in a Serviced Whole Loan shall be deposited directly into
the Collection Account and applied solely to pay expenses relating to that Mortgage Loan and to Available Funds;


 


(vii)         Penalty
Charges on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan) to the extent required to offset
interest on Advances and Additional Trust Fund Expenses pursuant to Section 3.12(d) of this Agreement;


 


(viii)        any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.08(b) of this Agreement
in connection with losses resulting from a deductible clause in a blanket or master force-placed policy in respect of the Mortgage
Loans (other than any Mortgage Loan related to a Serviced Whole Loan);


 


(ix)          any
other amounts required by the provisions of this Agreement (including without limitation any amounts to be transferred from the
Serviced Whole Loan Collection Account pursuant to Section 3.06(b)(i)(B) and, with respect to the Companion Loans or any
mezzanine indebtedness that may exist on a future date, all amounts received pursuant to the cure and purchase rights or reimbursement
obligations set forth in the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable, other than in
respect of a Serviced Whole Loan) to be deposited into the Collection Account by the Master Servicer or Special Servicer;


 


(x)           any
Compensating Interest Payments in respect of the Mortgage Loans that the Master Servicer is servicing (other than any Non-Serviced
Mortgage Loan or any Mortgage Loan related to a Serviced Whole Loan) pursuant to Section 3.17(c) of this Agreement;


 


(xi)           any
Loss of Value Payments, as set forth in Section 3.06(e) of this Agreement; and


 


(xii)          in
the case of any Mortgage Loan that is part of a Serviced Whole Loan, the amounts to be withdrawn from the related Serviced Whole
Loan Collection Account and deposited into the Collection Account pursuant to Section 3.06(b)(i).


 


In
the case of Gain-on-Sale Proceeds, the Master Servicer shall make appropriate ledger entries received with respect thereto, which
the Master Servicer shall hold for (i) the Trustee for the benefit of the Lower-Tier Regular Interests, (ii) for the benefit of
the


 






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Certificateholders
(other than the Class S Certificates) and the Trustee as the Holder of the Lower-Tier Regular Interests and (iii) for the benefit
of any Serviced Companion Loan Noteholder entitled thereto. Any Gain-on-Sale Proceeds shall be identified separately from any
other amounts held in the Collection Account (with amounts attributable to each Class or Classes and any Serviced Companion Loan
also identified separately).


 


The
foregoing requirements for deposits in the Collection Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of late payment charges (subject to Section 3.12 and the
related Intercreditor Agreement), Assumption Fees, assumption application fees, Modification Fees and consent fees, loan service
transaction fees, extension fees, demand fees, beneficiary statement charges and similar fees need not be deposited in the Collection
Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master
Servicer or the Special Servicer, as applicable in accordance with Section 3.12 hereof, shall be entitled to retain any
such charges and fees received with respect to the Mortgage Loans that it is servicing as additional compensation.


 


If
the Master Servicer deposits in the Collection Account any amount not required to be deposited therein, it may at any time withdraw
such amount from the Collection Account, any provision herein to the contrary notwithstanding.


 


Upon
receipt of any of the amounts described in clauses (i), (ii), (v) and (vi) above with respect to any Specially Serviced Loan which
is not a Serviced REO Loan, the Special Servicer shall remit such amounts within one Business Day after receipt thereof (except,
if such amounts are not properly identified, the Special Servicer shall promptly identify such amounts and shall remit such amounts
within one Business Day after such identification) to the Master Servicer for deposit into the Collection Account in accordance
with the second paragraph of this Section 3.05 of this Agreement, unless the Special Servicer determines, consistent with
the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate
reason. Any such amounts received by the Special Servicer with respect to a Serviced REO Property (other than any Serviced REO
Property related to the Serviced Whole Loans) shall be deposited by the Special Servicer into the REO Account and remitted to
the Master Servicer for deposit into the Collection Account pursuant to Section 3.15(b) of this Agreement. With respect
to any related Serviced Whole Loan, the Special Servicer shall comply with Section 3.05(g) of this Agreement. With respect
to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse without recourse or
warranty such check to the order of the Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight
courier.


 


(b)           The
Certificate Administrator shall establish and maintain the Lower-Tier Distribution Account in its own name for the benefit of
the Trustee, for the benefit of the Certificateholders (other than the Holders of the Class S Certificates) and the Trustee as
the Holder of the Lower-Tier Regular Interests. The Lower-Tier Distribution Account shall be established and maintained as an
Eligible Account or as a sub-account of an Eligible Account.


 


(c)           With
respect to each Distribution Date, the Master Servicer shall deliver to the Certificate Administrator on or before the Master
Servicer Remittance Date the funds then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant
to


 






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Section
3.06(a) of this Agreement and deposits from the Serviced Whole Loan Collection Account pursuant to Section 3.06 of
this Agreement. Upon receipt from the Master Servicer of such amounts held in the Collection Account, the Certificate Administrator
shall deposit in (A) the Lower-Tier Distribution Account (i) the amount of Available Funds to be distributed pursuant to Section
4.01 of this Agreement on such Distribution Date and (ii) the amount of Gain-on-Sale Proceeds allocable to any Mortgage Loan
to be deposited into the Lower-Tier Distribution Account (which the Certificate Administrator shall then deposit in the Gain-on-Sale
Reserve Account) pursuant to Section 3.06 of this Agreement, (B) the Interest Reserve Account as part of the Lower-Tier
REMIC, the amount of any Withheld Amounts to be deposited pursuant to Section 3.05(e) of this Agreement and (C) in the
Excess Interest Distribution Account, the Excess Interest to be distributed to the Holders of the Excess Interest Certificates.


 


(d)           If
any Loss of Value Payments are received in connection with a Material Defect or Material Breach, as the case may be, pursuant
to or as contemplated by Section 2.03(e) of this Agreement, the Special Servicer shall establish and maintain one or more
accounts (collectively, the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders,
for purposes of holding such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an
Eligible Account or a sub-account of an Eligible Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value
Reserve Fund all Loss of Value Payments received by it. The Certificate Administrator shall account for the Loss of Value Reserve
Fund as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC
or the Grantor Trust. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out
of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders as contributed to and distributed by
the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage
Loan Seller as distributions by the Trust Fund to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund.
The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax
purposes, and shall be taxable on all income earned thereon.


 


(e)           The
Certificate Administrator shall establish and maintain the Interest Reserve Account in its own name for the benefit of the Trustee,
for the benefit of the Certificateholders (other than the Holders of the Class S Certificates) and the Trustee as the Holder of
the Lower-Tier Regular Interests. The Interest Reserve Account shall be established and maintained as an Eligible Account or as
a sub-account of an Eligible Account.


 


On
each Master Servicer Remittance Date occurring in (i) January of each calendar year that is not a leap year and (ii) February
of each calendar year, unless in either case such Master Servicer Remittance Date is the final Master Servicer Remittance Date,
the Certificate Administrator shall calculate the Withheld Amounts. On each such Master Servicer Remittance Date, the Certificate
Administrator shall, with respect to each Mortgage Loan that does not accrue interest on the basis of a 360-day year of twelve
30-day months, withdraw or be deemed to withdraw from the Lower-Tier Distribution Account and deposit or be deemed to deposit
in the Interest Reserve Account an amount equal to the aggregate of the Withheld Amounts calculated in accordance with the previous
sentence. If the Certificate Administrator shall deposit in the Interest Reserve Account any amount not required to be deposited
therein, it


 






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may
at any time withdraw such amount from the Interest Reserve Account any provision herein to the contrary notwithstanding. On or
prior to the Master Servicer Remittance Date in March of each calendar year (or in February if the final Distribution Date will
occur in such month), the Certificate Administrator shall transfer to the Lower-Tier Distribution Account the aggregate of all
Withheld Amounts on deposit in the Interest Reserve Account.


 


(f)            The
Certificate Administrator shall establish and maintain the Upper-Tier Distribution Account in its own name for the benefit of
the Trustee and for the benefit of the Certificateholders (other than the Holders of the Class S Certificates). The Upper-Tier
Distribution Account shall be established and maintained as an Eligible Account or a sub-account of an Eligible Account. Promptly
on each Distribution Date, the Certificate Administrator shall withdraw or be deemed to withdraw from the Lower-Tier Distribution
Account and deposit or be deemed to deposit in the Upper-Tier Distribution Account on or before such date the Lower-Tier Distribution
Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date to be distributed in
respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a) and Section 4.01(c) of this Agreement on
such date.


 


(g)           With
respect to each Serviced Whole Loan or any related Serviced REO Property, the Master Servicer shall maintain, or cause to be maintained,
a Serviced Whole Loan Collection Account in which the Master Servicer shall deposit or cause to be deposited within two Business
Days following receipt of properly identified funds the following payments and collections received or made by or on behalf of
it on such Serviced Whole Loan or Serviced REO Property subsequent to the Cut-off Date:


 


(i)            all
payments on account of principal on such Serviced Whole Loan, including the principal component of Unscheduled Payments;


 


(ii)           all
payments on account of interest on such Serviced Whole Loan (net of the related Servicing Fees), including Prepayment Premiums,
Default Interest, Yield Maintenance Charges and the interest component of all Unscheduled Payments;


 


(iii)          any
amounts required to be deposited pursuant to Section 3.07(b), in connection with net losses realized on Permitted Investments
with respect to funds held in such Serviced Whole Loan Collection Account;


 


(iv)          all
Net REO Proceeds withdrawn from the related REO Account in respect of such Serviced Whole Loan pursuant to Section 3.15(b);


 


(v)           any
amounts received from Borrowers which represent recoveries of Property Protection Expenses and are allocable to such Serviced
Whole Loan, to the extent not permitted to be retained by the Master Servicer as provided herein;


 


(vi)          all
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of such Serviced Whole Loan or any related
Serviced REO Property (other than Gain-on-Sale Proceeds and Liquidation Proceeds that are received in connection with a purchase
of all the Mortgage Loans and any REO Properties in the Trust Fund and that are to be deposited in the Lower-Tier Distribution
Account pursuant


 






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to
Section 9.01), together with any amounts representing recoveries of Nonrecoverable Advances, including any recovery of
Unliquidated Advances, in respect of such Serviced Whole Loan; provided, that any Liquidation Proceeds related to a sale
pursuant to Section 3.16 hereof or pursuant to the related Intercreditor Agreement of a Mortgage Loan included in a Serviced
Whole Loan shall be deposited directly into the Collection Account and applied solely to pay expenses relating to that Mortgage
Loan and to Available Funds and any Liquidation Proceeds related to a sale of a related Serviced Companion Loan included in a
Serviced Whole Loan shall be deposited into the Serviced Whole Loan Collection Account and applied solely to pay expenses relating
to that Serviced Companion Loan and to pay amounts due to the related Serviced Companion Loan Noteholder;


 


(vii)         Penalty
Charges on such Serviced Whole Loan to the extent required to offset interest on Advances and debt service advances made by a
Serviced Companion Loan Service Provider and Additional Trust Fund Expenses pursuant to Section 3.12(d);


 


(viii)        any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.08(b) in connection
with losses resulting from a deductible clause in a blanket or master force placed policy in respect of such Serviced Whole Loan;


 


(ix)          any
other amounts required by the provisions of this Agreement (including with respect to the Companion Loans or any mezzanine indebtedness
that may exist on a future date, all amounts received pursuant to the cure and purchase rights or reimbursement obligations set
forth in the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable) to be deposited into the applicable
Serviced Whole Loan Collection Account by the Master Servicer or the Special Servicer;


 


(x)           any
cure payments remitted by any Serviced Companion Loan Noteholder pursuant to the related Intercreditor Agreement; and


 


(xi)           any
Compensating Interest Payments in respect of such Serviced Whole Loan pursuant to Section 3.17(c).


 


The
foregoing requirements for deposits into the applicable Serviced Whole Loan Collection Account shall be exclusive, it being understood
and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges (subject to
Section 3.12 hereof), Assumption Fees, assumption application fees, Modification Fees, consent fees, loan service transaction
fees, extension fees, demand fees, beneficiary statement charges and similar fees need not be deposited into the applicable Serviced
Whole Loan Collection Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable
law, the Master Servicer or the Special Servicer, as applicable in accordance with Section 3.12 hereof, shall be entitled
to retain any such charges and fees received with respect to the Serviced Whole Loans as additional compensation. If the Master
Servicer deposits in the applicable Serviced Whole Loan Collection Account any amount not required to be deposited therein, it
may at any time withdraw such amount from such Serviced Whole Loan Collection Account, any provision herein to the contrary notwithstanding.


 






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Each
Serviced Whole Loan Collection Account shall be maintained as a segregated account, separate and apart from any trust fund created
for mortgage backed securities of other series and the other accounts of the Master Servicer; provided, that such Serviced
Whole Loan Collection Account may be a sub-account of the Master Servicer’s Collection Account or may be maintained on a
ledger basis but shall, for purposes of this Agreement, be treated as a separate account. Each Serviced Whole Loan Collection
Account shall be established and maintained as an Eligible Account or as a sub-account of an Eligible Account.


 


Upon
receipt of any of the foregoing amounts described in clauses (i), (ii), (v) and (vi) above with respect to each Serviced Whole
Loan for so long as it is a Specially Serviced Loan but is not a Serviced REO Loan, the Special Servicer shall remit within one
Business Day such amounts to the Master Servicer for deposit into the applicable Serviced Whole Loan Collection Account in accordance
with the first paragraph of this Section 3.05(g), unless the Special Servicer determines, consistent with the applicable
Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason.
Any such amounts received by the Special Servicer with respect to a Serviced REO Property related to any Serviced Whole Loan shall
initially be deposited by the Special Servicer into the related Serviced Whole Loan REO Account and remitted to the Master Servicer
for deposit into the applicable Serviced Whole Loan Collection Account pursuant to Section 3.15(b). With respect to any
such amounts paid by check to the order of the Special Servicer, the Special Servicer (A) with respect to any Specially Serviced
Loan shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly deliver any
such check to the Master Servicer by overnight courier and (B) with respect to any REO Loan shall deposit such check into the
applicable Whole Loan REO Account.


 


(h)           Except
as otherwise set forth in Section 3.06(b), with respect to each Due Date and any related Serviced Companion Loan, on each
Serviced Whole Loan Remittance Date, the Master Servicer shall remit, from amounts on deposit in the applicable Serviced Whole
Loan Collection Account in accordance with Section 3.06(b)(i)(A), to the applicable Serviced Companion Loan Noteholder
by wire transfer in immediately available funds to the account of such Serviced Companion Loan Noteholder or an agent therefor
appearing on the Serviced Companion Loan Noteholder Register on the related date such amounts as are required to be remitted (or,
if no such account so appears or information relating thereto is not provided at least five (5) Business Days prior to the date
such amounts are required to be remitted, by check sent by first class mail to the address of such Serviced Companion Loan Noteholder
or its agent appearing on the Serviced Companion Loan Noteholder Register) the portion of the applicable Serviced Whole Loan Remittance
Amount allocable to such Serviced Companion Loan Noteholder.


 


(i)            Prior
to the Master Servicer Remittance Date relating to any Collection Period in which Gain-on-Sale Proceeds are received, the Certificate
Administrator shall establish and maintain the Gain-on-Sale Reserve Account, which may have one or more sub-accounts, to be held
in its own name for the benefit of the Trustee, for the benefit of the Certificateholders (other than the Holders of the Class
S Certificates), and with respect to each Serviced Whole Loan, the related Serviced Companion Loan Noteholders, and the Trustee
as holder of the


 






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Lower-Tier
Regular Interests. Each account that constitutes a Gain-on-Sale Reserve Account shall be an Eligible Account or a sub-account
of an Eligible Account. On each Master Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account
or, if allocable to any Serviced Whole Loan, the Master Servicer shall withdraw from the applicable Serviced Whole Loan Collection
Account, and remit to the Certificate Administrator (i) in the case of the Mortgage Loans (other than the Serviced Whole Loans),
for deposit in the Lower-Tier Distribution Account, as applicable (which the Certificate Administrator shall then deposit in the
Gain-on-Sale Reserve Account), and (ii) in the case of the Serviced Whole Loans, for deposit in the Gain-on-Sale Reserve Account,
all Gain-on-Sale Proceeds received during the Collection Period ending on the Determination Date immediately prior to such Master
Servicer Remittance Date which are allocable to a Mortgage Loan or Serviced Whole Loan; provided that on the Business Day
prior to the final Distribution Date, the Certificate Administrator shall withdraw from the Gain-on-Sale Reserve Account and deposit
in the Lower-Tier Distribution Account (after allocation to any related Serviced Companion Loan as provided in Section 4.01(e)),
for distribution on such Distribution Date, any and all amounts then on deposit in the Gain-on-Sale Reserve Account attributable
to the Mortgage Loans.


 


(j)            Funds
in the Collection Account, the Serviced Whole Loan Collection Account, the Distribution Accounts, the Interest Reserve Account,
the Gain-on-Sale Reserve Account and the REO Account may be invested in Permitted Investments in accordance with the provisions
of Section 3.07 of this Agreement; provided, however, that for so long as Wells Fargo Bank, National Association
is the Certificate Administrator, funds on deposit in the Distribution Accounts, the Interest Reserve Account and the Gain-on-Sale
Reserve Account shall not be invested.


 


The
Master Servicer shall give written notice to the Depositor, the Trustee, the Certificate Administrator and the Special Servicer
of the location and account number of the Collection Account and, if applicable, the Serviced Whole Loan Collection Accounts as
of the Closing Date and shall notify the Depositor, the Special Servicer, the Certificate Administrator and the Trustee, as applicable,
in writing on or prior to the Closing Date and prior to any subsequent change thereof. In addition, the Master Servicer shall
provide notice to each affected holder of a Serviced Companion Loan of the location and account number of the relevant Serviced
Whole Loan Collection Account as well as notice in writing on or prior to the Closing Date and prior to any subsequent change
thereof. The Certificate Administrator shall give written notice to the Depositor, the Trustee, the Special Servicer and the Master
Servicer of the location and account number of the Interest Reserve Account and the Distribution Accounts as of the Closing Date
and shall notify the Depositor, the Trustee, the Special Servicer and the Master Servicer, as applicable, in writing prior to
any subsequent change thereof.


 


(k)           The
Certificate Administrator shall establish and maintain the Excess Interest Distribution Account, in its own name, for the benefit
of the Holders of the Excess Interest Certificates, with respect to the Excess Interest, which shall be an asset of the Grantor
Trust and beneficially owned by the Holders of the Excess Interest Certificates and shall not be an asset of any Trust REMIC.
The Excess Interest Distribution Account shall be established and maintained as an Eligible Account or as a subaccount of an Eligible
Account. Following the distribution of the applicable portions of Excess Interest to the Holders of the Excess Interest Certificates,
as applicable, on the first Distribution Date after which there are no longer any


 






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Mortgage
Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate Administrator shall terminate the Excess
Interest Distribution Account.


 


(l)            The
Certificate Administrator shall establish and maintain the Legal Fee Reserve Account. On the Closing Date, the Depositor shall
deposit $250,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve Account. Funds held in the Legal
Fee Reserve Account shall remain uninvested. Annually, on or about April 1, beginning 2019, upon receipt by the Certificate Administrator
from the Depositor of a legal invoice related to Commission compliance matters, the Certificate Administrator shall pay such legal
invoice from and solely to the extent of funds then on deposit in the Legal Fee Reserve Account. Any such instruction shall be
sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the invoice, and a subject line reference of “Benchmark
2018-B4 - Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of the Trust Fund, either Trust REMIC
or the Grantor Trust. The Depositor will be the beneficial owner of the Legal Fee Reserve Account for all federal income tax purposes,
and shall be taxable on all income earned therefrom.


 


Upon
the depletion of the Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator
shall notify the Depositor, and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate
Administrator shall have no responsibility in connection therewith.


 


The
Certificate Administrator shall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice
received. On the final Distribution Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in
the Legal Fee Reserve Account in accordance with directions provided by the Depositor.


 


Section
3.06 Permitted Withdrawals from the Collection Accounts, the Serviced Whole Loan Collection Accounts and the Distribution
Accounts; Trust Ledger. (a) The Master Servicer shall maintain a separate Trust Ledger with respect to the Mortgage Loans
that it is servicing on which it shall make ledger entries as to amounts deposited (or credited) or withdrawn (or debited) with
respect thereto. On each Master Servicer Remittance Date (or such other date as may be specified below or on which funds are available
for such purpose as specified below), with respect to each Mortgage Loan (other than any Mortgage Loan related to a Serviced Whole
Loan unless otherwise specified in clauses (i), (ii), (v), (vi), (x), (xi), (xii),
(xiii), (xv), (xvi) and (xvii) of this (a)), the Master Servicer shall make withdrawals from
amounts allocated thereto in the Collection Account (and may debit the Trust Ledger) for the purposes listed below (the order
set forth below not constituting an order of priority for such withdrawals):


 


(i)            on
or before 3:00 p.m. (New York City time) on each Master Servicer Remittance Date, to remit to the Certificate Administrator the
amounts to be deposited into the Lower-Tier Distribution Account (including any amount transferred from the Serviced Whole Loan
Collection Account in respect of each Mortgage Loan that is part of a Serviced Whole Loan) (including without limitation the aggregate
of the Available Funds, Prepayment Premiums, Yield Maintenance Charges and Gain-on-Sale Proceeds) which the Certificate Administrator
shall then deposit into the Upper-Tier Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account,
pursuant to Section 3.05(f), Section 3.05(e) and Section 3.05(i) of this Agreement, respectively;


 






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(ii)           to
pay (A) itself unpaid Servicing Fees (or, with respect to any Excess Servicing Fee Rights, to pay any Excess Servicing Fees to
the holder of such Excess Servicing Fee Rights pursuant to Section 3.12(a) of this Agreement); the Operating Advisor, unpaid
Operating Advisor Fees; and the Special Servicer, unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect
of each Mortgage Loan, Specially Serviced Loan and Serviced REO Loan (exclusive of each Mortgage Loan or Serviced REO Loan included
in a Serviced Whole Loan), as applicable, the Master Servicer’s, the Operating Advisor’s or Special Servicer’s,
as applicable, rights to payment of Servicing Fees, Operating Advisor Fees and Special Servicing Fees, Liquidation Fees and Workout
Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, Specially Serviced Loan or Serviced REO Loan (exclusive
of each Mortgage Loan or Serviced REO Loan included in a Serviced Whole Loan), as applicable, being limited to amounts received
on or in respect of such Mortgage Loan, Specially Serviced Loan or REO Loan, as applicable (whether in the form of payments, Liquidation
Proceeds, Insurance Proceeds or Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) the Special Servicer,
any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or Serviced REO
Loan, as applicable, remaining unpaid out of general collections on the Mortgage Loans, Specially Serviced Loans and REO Properties,
but in the case of each Serviced Whole Loan, only to the extent that amounts on deposit in the applicable Serviced Whole Loan
Collection Account are insufficient therefor (provided that the Master Servicer shall, after receiving payment from amounts
on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially
reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement
for a pro rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion Loan
Noteholders), (C) each month to the Other Servicer or Other Special Servicer (or Other Indemnified Party under Section 1.04 of
this Agreement), as applicable, the Trust’s pro rata portion (based on the related Mortgage Loan’s Stated Principal
Balance) of any unpaid special servicing fees, liquidation fees, workout fees and additional trust expenses in respect of a Non-Serviced
Mortgage Loan remaining unpaid (including amounts payable to such parties and Other Indemnified Parties under Section 1.04
of this Agreement), out of general collections on the Mortgage Loans, Specially Serviced Loans and REO Properties, (D) the
Operating Advisor, any unpaid Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fees
were received from the related Borrower) and (E) the Asset Representations Reviewer, the unpaid Asset Representations Reviewer
Asset Review Fee (to the extent such fee is to be paid by the Trust Fund) payable in connection with any Asset Review that was
performed as a result of an Affirmative Asset Review Vote;


 


(iii)          to
reimburse the Trustee or itself, in that order, for unreimbursed P&I Advances (other than Nonrecoverable Advances, which are
reimbursable pursuant to clause (v) below, and exclusive of the Mortgage Loans or Serviced REO Loans included in the Serviced
Whole Loans) the Master Servicer’s or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited
to amounts received which represent Late Collections for the applicable Mortgage Loan (exclusive of the Mortgage Loan or Serviced
REO Loan included in the Serviced Whole Loan; provided, that to the


 






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extent
such amounts are insufficient to repay such P&I Advances on any Mortgage Loan as to which there is a related Serviced Subordinate
Companion Loan, such P&I Advances may be reimbursed, on a pro rata basis with any reimbursement to the related Serviced
Companion Loan Service Provider for unreimbursed principal and/or interest advances with respect to any related Serviced Pari
Passu Companion Loan, from collections on the related Serviced Whole Loan allocable to such Serviced Subordinate Companion Loan)
during the applicable period; provided, further, that if such P&I Advance becomes a Workout-Delayed Reimbursement
Amount, then such P&I Advance shall thereafter be reimbursed from amounts recovered on the related Mortgage Loan intended
by the modified loan documents to be applied to reimburse such Workout-Delayed Reimbursement Amount and then from the portion
of general collections and recoveries on or in respect of all of the Mortgage Loans and REO Properties on deposit in the Collection
Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v) below;


 


(iv)          to
reimburse the Trustee or itself, in that order, (with respect to any Mortgage Loan or Serviced REO Property) (exclusive of the
Mortgage Loans or Serviced REO Loans included in the Serviced Whole Loans or any Serviced REO Property securing any Serviced Whole
Loan), for unreimbursed Servicing Advances, the Master Servicer’s or the Trustee’s respective rights to receive payment
pursuant to this clause (iv) with respect to any Mortgage Loan or Serviced REO Property being limited to, as applicable, payments
received from the related Borrower which represent reimbursements of such Servicing Advances, Liquidation Proceeds, Insurance
Proceeds, Condemnation Proceeds and REO Proceeds with respect to the applicable Mortgage Loan or Serviced REO Property; provided,
that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount, then such Servicing Advance shall thereafter be
reimbursed from amounts recovered on the related Mortgage Loan intended by the modified loan documents to be applied to reimburse
such Workout-Delayed Reimbursement Amount and then from the portion of general collections and recoveries on or in respect of
the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent collections or recoveries
of principal to the extent provided in clause (v) below;


 


(v)           (A)
to reimburse the Trustee or itself, in that order (with respect to any Mortgage Loan or Serviced REO Property), (1) with respect
to Nonrecoverable Advances, first, out of Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and REO Proceeds,
if any, received on the related Mortgage Loan and related REO Properties, second, out of the principal portion of general
collections on the Mortgage Loans and REO Properties, and then, to the extent the principal portion of general collections
is insufficient and with respect to such deficiency only, subject to any election at its sole discretion (or at the Trustee’s
sole discretion for the reimbursement of the Trustee) to defer reimbursement thereof pursuant to this Section 3.06(a) of
this Agreement, out of other collections on the Mortgage Loans and REO Properties and (2) with respect to the Workout-Delayed
Reimbursement Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO Properties, net of
such amounts being reimbursed pursuant to the preceding clause (1) above, but in the case of either clause (1) or (2) above with
respect to each Serviced Whole Loan, only to the extent that amounts on


 






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deposit
in the applicable Serviced Whole Loan Collection Account are insufficient therefor after taking into account any allocation
set forth in the related Intercreditor Agreement (provided that the Master Servicer shall, after receiving payment
from amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii)
use commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement
to obtain reimbursement for a pro rata portion (or such other amount as may be set forth in the related Intercreditor
Agreement) of such amount representing Servicing Advances allocable to the related Serviced Companion Loans from the related
Companion Loan Noteholders), and (B) to pay itself or the Special Servicer out of general collections on the Mortgage Loans
and REO Properties, with respect to any Mortgage Loan or Serviced REO Property any related earned Servicing Fee, Special
Servicing Fee, Liquidation Fee or Workout Fee, as applicable, that remained unpaid in accordance with clause (ii) above
following a Final Recovery Determination made with respect to such Mortgage Loan or Serviced REO Property and the deposit
into the Collection Account of all amounts received in connection therewith, but in the case of each Serviced Whole Loan,
only to the extent that amounts on deposit in the applicable Serviced Whole Loan Collection Account are insufficient therefor
(provided that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account,
if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on
behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata
portion of such amount allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders) and (C)
to reimburse the related Other Servicer, the related Other Special Servicer and the related Other Trustee, as applicable, out
of general collections on the Mortgage Loans and REO Properties for the Trust’s pro rata portion (based on the
related Non-Serviced Mortgage Loan’s Stated Principal Balance) of nonrecoverable servicing advances (and interest
thereon at the Reimbursement Rate) previously made with respect to the related Non-Serviced Mortgage Loans;


 


(vi)          (A)
at such time as it reimburses the Trustee or itself, in that order (with respect to any Mortgage Loan or Serviced REO Property),
for (1) any unreimbursed P&I Advance (including any such P&I Advance that constitutes a Workout-Delayed Reimbursement
Amount) made with respect to a Mortgage Loan pursuant to clause (iii) above, to pay itself or the Trustee, as applicable, any
Advance Interest Amounts accrued and payable thereon, (2) any unreimbursed Servicing Advances (including any such Advance that
constitutes a Workout-Delayed Reimbursement Amount) made with respect to a Mortgage Loan or Serviced REO Property pursuant to
clause (iv) above, to pay itself or the Trustee, as the case may be, any Advance Interest Amounts accrued and payable thereon
or (3) any Nonrecoverable P&I Advances made with respect to a Mortgage Loan or Serviced REO Property and any Nonrecoverable
Servicing Advances made with respect to a Mortgage Loan or REO Property or any Workout-Delayed Reimbursement Amounts pursuant
to clause (v) above, to pay itself or the Trustee, as the case may be, any Advance Interest Amounts accrued and payable thereon,
in each case, first, from Penalty Charges as provided in Section 3.12(d) and then, from general collections, but in the case of
a Serviced Whole Loan only to the extent that such Nonrecoverable Advance has been reimbursed and only to the extent that amounts
on deposit in the applicable Serviced


 






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Whole
Loan Collection Account are insufficient therefor after taking into account any allocation set forth in the related Intercreditor
Agreement (provided that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account,
if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on
behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion
of such amount representing Advance Interest Amounts on Servicing Advances allocable to the related Serviced Companion Loans from
the related Companion Loan Noteholders) and (B) at such time as it reimburses the related Other Servicer, the related Other Special
Servicer and the related Other Trustee, as applicable, for any nonrecoverable servicing advances made with respect to any related
Non-Serviced Mortgage Loan or the related REO Property pursuant to clause (v) above, to pay the related Other Servicer, the related
Other Special Servicer and the related Other Trustee, as applicable, any interest accrued and payable thereon;


 


(vii)         to
reimburse itself, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as the case may be, for any
unreimbursed expenses reasonably incurred by such Person in respect of any Breach or Defect giving rise to a repurchase or substitution
obligation of the applicable Mortgage Loan Seller or any other obligation of the applicable Mortgage Loan Seller under Section
6 of the applicable Mortgage Loan Purchase Agreement, including, without limitation, any expenses arising out of the performance
of its duties under Section 2.03 of this Agreement or out of the enforcement of the repurchase or substitution obligation
of the applicable Mortgage Loan Seller or any other obligation of the applicable Mortgage Loan Seller under Section 6 of the applicable
Mortgage Loan Purchase Agreement, together with interest thereon at the Reimbursement Rate, each such Person’s right to
reimbursement pursuant to this clause (vii) with respect to any Mortgage Loan exclusive of any Mortgage Loan included in the Serviced
Whole Loan) subject to the following: (a) if the Purchase Price is paid for such Mortgage Loan, then such Person’s right
to reimbursement shall be limited to that portion of the Purchase Price that represents such expense in accordance with clause
(f) of the definition of Purchase Price, or (b) if no Purchase Price is paid or if an amount less than the Purchase Price is paid
and proceedings are instituted to enforce the related Mortgage Loan Seller’s payment or performance pursuant to the applicable
Mortgage Loan Purchase Agreement or if a Loss of Value Payment is made, then such Person shall be entitled to reimbursement from
the Trust following the adjudication of such proceedings in favor of such Mortgage Loan Seller, settlement of the Breach or Defect
claim, or payment of such Loss of Value Payment, as the case may be;


 


(viii)        to
pay itself all Prepayment Interest Excesses on the Mortgage Pool (exclusive of any Mortgage Loan or Serviced REO Loan included
in the Serviced Whole Loan) not required to be used pursuant to Section 3.17(c) of this Agreement;


 


(ix)           (A)
to pay itself, as additional servicing compensation in accordance with Section 3.12(a) of this Agreement, (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account as provided in Section
3.12(b) of this Agreement (but only to the extent of the net investment earnings with respect to such Collection Account for
any period from any Distribution Date to the


 






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immediately
succeeding Master Servicer Remittance Date) and (2) Penalty Charges on the Mortgage Loans that are non-Specially Serviced Loans
(exclusive of any Mortgage Loan or Serviced REO Loan included in a Serviced Whole Loan), but only to the extent collected from
the related Borrower and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan have
been paid and are not needed to pay interest on Advances in accordance with Section 3.12 and/or pay or reimburse the Trust
for Additional Trust Fund Expenses incurred with respect to such Mortgage Loan during or prior to the related Collection Period
(including Special Servicing Fees, Workout Fees or Liquidation Fees); and (B) to pay the Special Servicer, as additional servicing
compensation in accordance with Section 3.12(b), Net Default Interest and any other Penalty Charges on Specially Serviced
Loans (exclusive of any Mortgage Loan or Serviced REO Loan included in the Serviced Whole Loan), but only to the extent collected
from the related Borrower and only to the extent that all amounts then due and payable with respect to the related Specially Serviced
Loan have been paid and are not needed to pay interest on Advances or Additional Trust Fund Expenses (including Special Servicing
Fees, Workout Fees or Liquidation Fees), all in accordance with Section 3.12;


 


(x)            to
pay itself, the Special Servicer, the Depositor, the Operating Advisor or any of their respective directors, officers, members,
managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03(a)
of this Agreement (and in the case of a Serviced Whole Loan, only to the extent that such amounts on deposit in the applicable
Serviced Whole Loan Collection Account are insufficient therefor after taking into account any allocation set forth in the related
Intercreditor Agreement (provided that the Master Servicer shall, after receiving payment from amounts on deposit in the
Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts
to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata
portion of such amount allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders)); provided,
that for the purposes of allocating Additional Trust Fund Expenses, (i) any amounts so paid shall be deemed allocated, (a) if
relating to a particular Mortgage Loan, to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro rata,
among all Mortgage Loans based on the respective Stated Principal Balances of the Mortgage Loans;


 


(xi)           to
pay for the cost of the Opinions of Counsel contemplated by Sections 3.10(d), 3.10(e), 3.15(a), 3.15(b)
and 12.08 of this Agreement (and in the case of a Serviced Whole Loan, only to the extent that such amounts on deposit
in the applicable Serviced Whole Loan Collection Account are insufficient therefor after taking into account any allocation set
forth in the related Intercreditor Agreement (provided that the Master Servicer shall, after receiving payment from amounts
on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially
reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement
for a pro rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion Loan
Noteholders)); provided, that for the purposes of allocating Additional Trust Fund Expenses, (i) any amounts so paid shall
be deemed allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage Loan and (b) if not related to any particular
Mortgage


 






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Loan,
pro rata, among all Mortgage Loans based on the respective Stated Principal Balances of the Mortgage Loans;


 


(xii)         to
pay out of general collections on the Mortgage Loans and REO Properties any and all federal, state and local taxes imposed on
the Lower-Tier REMIC, the Upper-Tier REMIC or any of their assets or transactions, together with all incidental costs and expenses,
to the extent that none of the Master Servicer, the Special Servicer or the Trustee is liable therefor pursuant to this Agreement,
except to the extent such amounts relate solely to the Serviced Whole Loans, in which case, such amounts will be reimbursed, first,
out of the related Serviced Whole Loan Collection Account from collections on the related Serviced Companion Loan and the related
Mortgage Loan on a pro rata basis by principal balance, and second, to the extent any such costs and expenses remain
unreimbursed, out of the Collection Account; provided, that for the purposes of allocating Additional Trust Fund Expenses,
(i) any amounts so paid shall be deemed allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage Loan and (b)
if not related to any particular Mortgage Loan, pro rata, among all Mortgage Loans based on the respective Stated Principal
Balances of the Mortgage Loans;


 


(xiii)        to
reimburse the Trustee, the Custodian or the Certificate Administrator out of general collections on the Mortgage Loans and REO
Properties for expenses incurred by and reimbursable to it by the Trust Fund, except to the extent such amounts relate solely
to a Serviced Whole Loan, in which case, such amounts will be reimbursed first, from the applicable Serviced Whole Loan
Collection Account(s) in accordance with Section 3.06(b) and then, out of general collections on the Mortgage Loans;
provided, that for the purposes of allocating Additional Trust Fund Expenses, (i) any amounts so paid shall be deemed allocated,
(a) if relating to a particular Mortgage Loan, to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro
rata, among all Mortgage Loans based on the respective Stated Principal Balances of the Mortgage Loans;


 


(xiv)        to
pay any Person permitted to purchase a Mortgage Loan under Section 3.16 of this Agreement with respect to each Mortgage
Loan (exclusive of any Mortgage Loan included in the Serviced Whole Loan), if any, previously purchased by such Person pursuant
to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after the date of purchase;


 


(xv)         (A)
to pay to itself, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the
Asset Representations Reviewer or the Depositor, as the case may be, any amount specifically required to be paid to such Person
at the expense of the Trust Fund under any provision of this Agreement to which reference is not made in any other clause of this
Section 3.06(a) of this Agreement and (B) to reimburse or pay any party to this Agreement any unpaid expenses specifically
reimbursable from the Collection Account under this Agreement (and, in the case of an amount specifically related to a Serviced
Whole Loan, only to the extent that such amounts on deposit in the applicable Serviced Whole Loan Collection Account are insufficient
therefor after taking into account any allocation set forth in the related Intercreditor Agreement (provided that the Master
Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the related
Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on


 






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behalf
of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such
amount allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders)), it being acknowledged
that this clause (xv) shall not be construed to modify any limitation or requirement otherwise set forth in this Agreement as
to the time at which any Person is entitled to payment or reimbursement of any amount or as to the funds from which any such payment
or reimbursement is permitted to be made; provided, that (i) any amounts so paid shall be deemed allocated, (a) if relating
to a particular Mortgage Loan, to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro rata,
among all Mortgage Loans based on the respective Stated Principal Balances of the Mortgage Loans;


 


(xvi)        to
withdraw from the Collection Account any sums deposited therein in error and pay such sums to the Persons entitled thereto (including
any amounts relating to a Mortgage Loan that is part of a Serviced Whole Loan);


 


(xvii)       to
pay from time to time to itself in accordance with Section 3.07(b) of this Agreement any interest or investment income
earned on funds deposited in the Collection Account;


 


(xviii)      to
transfer Gain-on-Sale Proceeds allocable to Mortgage Loans to the Lower-Tier Distribution Account for deposit by the Certificate
Administrator into the Gain-on-Sale Reserve Account in accordance with Section 3.05(i) of this Agreement;


 


(xix)         to
pay itself, the Special Servicer or the related Mortgage Loan Seller, as the case may be, with respect to each Mortgage Loan,
if any, previously purchased or substituted (i.e., replaced) by such Person pursuant to or as contemplated by this Agreement,
all amounts received on such Mortgage Loan subsequent to the date of purchase or substitution, and, in the case of a substitution,
with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon during or prior to the month
of substitution, in accordance with the third paragraph of Section 2.03(g) of this Agreement;


 


(xx)          to
pay to the Certificate Administrator, the Trustee, the Custodian or any of their directors, officers, employees, representatives
and agents, as the case may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05(d) of this
Agreement; provided, that any amounts so paid shall be deemed allocated, (a) if relating to a particular Mortgage Loan,
to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro rata, among all Mortgage Loans based
on the respective Stated Principal Balances of the Mortgage Loans;


 


(xxi)         pursuant
to the CREFC® License Agreement, to pay the CREFC® Intellectual Property Royalty License Fee to
CREFC® on a monthly basis; and


 


(xxii)        to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01 of this Agreement.


 


The
Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary
for the payments or reimbursement of


 






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amounts
required to be paid to the applicable Non-Serviced Mortgage Loan Service Providers and the related trust of the applicable Other
Securitization by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Intercreditor Agreement and the applicable
Other Pooling and Servicing Agreement.


 


The
Master Servicer shall pay to the Special Servicer from the Collection Account amounts permitted to be paid to it therefrom promptly
upon receipt of a certificate of a Servicing Officer of the Special Servicer describing the item and amount to which the Special
Servicer is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate
the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan
and Serviced REO Loan and any related Serviced Companion Loan, on a loan-by-loan and property-by-property basis, for the purpose
of justifying any request for withdrawal from the Collection Account.


 


The
Master Servicer shall keep and maintain separate accounting records, on a Mortgage Loan by Mortgage Loan basis, reflecting amounts
allocable to each Mortgage Loan, and on a property-by-property basis when appropriate, for the purpose of justifying any withdrawal,
debit or credit from the Collection Account or the Trust Ledger. Upon written request, the Master Servicer shall provide to the
Certificate Administrator such records and any other information in the possession of the Master Servicer to enable the Certificate
Administrator to determine the amounts attributable to (i) the Lower-Tier REMIC with respect to the Mortgage Loans, (ii) the Excess
Interest and (iii) the Companion Loans.


 


The
Master Servicer shall pay to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Special Servicer, the Other Trustee, the Other Servicer or the Other Special Servicer, from the Collection Account amounts
permitted to be paid to such Person therefrom, promptly upon receipt of a certificate of a Responsible Officer of the Trustee,
a responsible officer of the Other Trustee, a Responsible Officer of the Certificate Administrator, a certificate of an officer
of the Operating Advisor, a certificate of an officer of the Asset Representations Reviewer, a certificate of a Servicing Officer
or a certificate of the Other Servicer or Other Special Servicer, as applicable, describing the item and amount to which such
Person is entitled (unless such payment to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Special Servicer, the Other Trustee, the Other Servicer or Other Special Servicer, as the case may be, is specifically
required pursuant to this Agreement and the timing and the amount of payment is specified in, or calculable pursuant to, this
Agreement, in which case a certificate is not required). The Master Servicer may rely conclusively on any such certificate and
shall have no duty to recalculate the amounts stated therein.


 


The
Trustee, the Certificate Administrator, the Custodian, the Special Servicer, the Master Servicer, CREFC®, the Operating
Advisor, the Asset Representations Reviewer and the Non-Serviced Mortgage Loan Service Providers (to the extent specified in Section
12.12) shall in all cases have a right prior to the Certificateholders to any funds on deposit in the Collection Account from
time to time for the reimbursement or payment of the Servicing Compensation (including investment income), Certificate Administrator/Trustee
Fees, Special Servicing Compensation (including investment income), the CREFC® Intellectual Property Royalty License
Fee, Operating Advisor Fees, Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fees
are actually received from the Borrowers),


 






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the
Asset Representations Reviewer Asset Review Fee (to the extent owed by the Trust pursuant to Section 11.02(c) of this Agreement),
Advances, Advance Interest Amounts (for each of such Persons other than CREFC®), their respective indemnification
payments (if any) pursuant to Section 6.03, Section 8.05 or Section 12.02 of this Agreement (for each of
such Persons other than CREFC®), their respective expenses hereunder to the extent such fees and expenses are to
be reimbursed or paid from amounts on deposit in the Collection Account pursuant to this Agreement. For the avoidance of doubt,
any fees or expenses (including legal fees) for which a party is to be indemnified pursuant to Section 6.03 herein may
be submitted directly to the Trust Fund and paid from amounts on deposit in the Collection Account on behalf of such party pursuant
to this Agreement. In addition, the Certificate Administrator, the Trustee, the Special Servicer, the Master Servicer, the Operating
Advisor and the Asset Representations Reviewer shall in all cases have a right prior to the Certificateholders to any funds on
deposit in the Collection Account from time to time for the reimbursement and payment of any federal, state or local taxes imposed
on any Trust REMIC.


 


Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans (or with respect to Servicing Advances,
the Serviced Whole Loans) deposited in the Collection Account and available for distribution on the next Distribution Date, the
Master Servicer or the Trustee, each at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement
for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.06(a) or Section 3.06(b) of this Agreement
immediately, may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable Advance during the
Collection Period ending on the then-current Determination Date for successive one-month periods for a total period not to exceed
12 months (with the consent of the Directing Holder, for so long as no Control Termination Event has occurred and is continuing,
for any deferral in excess of 6 months). If the Master Servicer or the Trustee makes such an election at its sole option and in
its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest
thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable
in the subsequent Collection Period (subject, again, to the same sole discretion to elect to defer; it is acknowledged that, in
such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal collections as described
above prior to payment from other collections). In connection with a potential election by the Master Servicer or the Trustee
to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the one-month Collection Period
ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee shall further be authorized
(in its sole discretion) to wait for principal collections on the Mortgage Loans and Serviced Companion Loans to be received before
making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance (or portion thereof)
until the end of such Collection Period; provided, the Master Servicer or the Trustee shall use reasonable efforts to give
notice of its election to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.14(d) of this Agreement), at least 15 days prior to any reimbursement to it of Nonrecoverable
Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans unless (1) the Master Servicer or
the Trustee determines in its sole discretion that waiting 15 days after such a notice could jeopardize its


 






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ability
to recover Nonrecoverable Advances, (2) changed circumstances or new or different information becomes known to the Master Servicer
or the Trustee that could affect or cause a determination of whether any Advance is a Nonrecoverable Advance, whether to defer
reimbursement of a Nonrecoverable Advance or the determination in clause (1) above, or (3) the Master Servicer or the Trustee
has not timely received from the Certificate Administrator information requested by the Master Servicer or the Trustee to consider
in determining whether to defer reimbursement of a Nonrecoverable Advance; provided that, if clause (1), (2) or (3) apply,
the Master Servicer or the Trustee shall give notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts
in the Collection Account allocable to interest on the Mortgage Loans as soon as reasonably practicable in such circumstances
to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant
to Section 3.14(d) of this Agreement). Neither the Master Servicer nor the Trustee shall have any liability for any loss,
liability or expense resulting from any notice provided to each Rating Agency contemplated by the immediately preceding sentence.


 


The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this Section 3.06(a) or to comply with the
terms of this Section 3.06(a) and the other provisions of this Agreement that apply once such an election, if any, has
been made. If the Master Servicer or the Trustee, as applicable, determines, in its sole discretion, that it should recover the
Nonrecoverable Advances without deferral as described above, then the Master Servicer or the Trustee, as applicable, shall be
entitled to immediate reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts
in the Collection Accounts for such Distribution Date. Any such election by any such party to refrain from reimbursing itself
or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more Collection Periods
shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual
reimbursement of such Nonrecoverable Advance. The Master Servicer’s or the Trustee’s, as applicable, election to defer
reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and, as applicable,
the Serviced Companion Loan Noteholders and shall not be construed as an obligation on the part of the Master Servicer or the
Trustee, as applicable, or a right of the Certificateholders or the Serviced Companion Loan Noteholders. Nothing herein shall
be deemed to create in the Certificateholders or the Serviced Companion Loan Noteholders a right to prior payment of distributions
over the Master Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise).
In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed
to be in accordance with the Servicing Standard and neither the Master Servicer, the Trustee nor the other parties to this Agreement
shall have any liability to one another or to any of the Certificateholders or any of the Serviced Companion Loan Noteholders
for any such election that such party makes as contemplated by this Section 3.06(a) or for any losses, damages or other
adverse economic or other effects that may arise from such an election.


 


None
of the Master Servicer, the Special Servicer or the Trustee shall be permitted to reverse any other Person’s determination,
or to prohibit any such other authorized Person from making a determination, that an Advance constitutes, or would constitute
a Nonrecoverable Advance.


 






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If
the Master Servicer, the Trustee or any Non-Serviced Mortgage Loan Service Provider, as applicable, is reimbursed out of general
collections for any unreimbursed Advances that are determined to be Nonrecoverable Advances (together with any Advance Interest
Amount), then (for purposes of calculating distributions on the Certificates) such reimbursement and payment of interest shall
be deemed to have been made: first, out of the Principal Distribution Amount, which, but for its application to reimburse
a Nonrecoverable Advance and/or to pay the Advance Interest Amount, would be included in Available Funds for any subsequent Distribution
Date and, second, out of other amounts which, but for their application to reimburse a Nonrecoverable Advance and/or to
pay the Advance Interest Amount, would be included in Available Funds for any subsequent Distribution Date.


 


If
and to the extent that any payment is deemed to be applied as contemplated in the paragraph above to reimburse a Nonrecoverable
Advance or to pay the Advance Interest Amount, then the Principal Distribution Amount for such Distribution Date shall be reduced,
to not less than zero, by the amount of such reimbursement. If and to the extent (i) any Advance is determined to be a Nonrecoverable
Advance, (ii) such Advance and/or the Advance Interest Amount is reimbursed out of the Principal Distribution Amount as contemplated
above and (iii) the particular item for which such Advance was originally made is subsequently collected out of payments or other
collections in respect of the related Mortgage Loan, then the Principal Distribution Amount for the Distribution Date that corresponds
to the Collection Period in which such item was recovered shall be increased by an amount equal to the lesser of (A) the amount
of such item and (B) any previous reduction in the Principal Distribution Amount for a prior Distribution Date as contemplated
in the paragraph above resulting from the reimbursement of the subject Advance and/or the payment of the Advance Interest Amount.


 


(b)           The
Master Servicer shall maintain a separate Trust Ledger with respect to each Serviced Whole Loan that it is servicing on which
it shall make ledger entries as to amounts deposited (or credited) or withdrawn (or debited) with respect thereto. On each Master
Servicer Remittance Date (or such other date as may be specified below or on which funds are available for such purpose as specified
below), with respect to each Serviced Whole Loan, the Master Servicer shall make withdrawals from amounts allocated thereto in
the related Serviced Whole Loan Collection Account (and may debit the Trust Ledger) for any of the following purposes (the order
set forth below not constituting an order of priority for such withdrawals):


 


(i)            to
make remittances each month in an aggregate amount of immediately available funds equal to the allocable portion of the applicable
Serviced Whole Loan Remittance Amount (A) to the related Serviced Companion Loan Noteholders within the time frame specified in,
and otherwise in accordance with Section 3.05(h) and (B) to the Collection Account for the benefit of the Trust in respect
of amounts allocable to the related Mortgage Loan, in each case in accordance with the related Intercreditor Agreement (after
taking into account the amounts permitted to be withdrawn from the Serviced Whole Loan Collection Account pursuant to this Section
3.06(b)) provided that Liquidation Proceeds relating to the repurchase of any Serviced Companion Loan by the related seller
thereof shall be remitted solely to the holder of such Serviced Companion Loan, as the case may be, and Liquidation Proceeds relating
to the repurchase of a Mortgage Loan related to a Serviced Whole Loan by the related Mortgage Loan Seller shall be remitted solely
to the Collection Account;


 






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(ii)           to
pay (A) to itself unpaid Servicing Fees (or, with respect to any Excess Servicing Fee Rights, to pay any Excess Servicing Fees
to the holder of such Excess Servicing Fee Rights pursuant to Section 3.12(a) of this Agreement) and to the Special Servicer
unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of such Serviced Whole Loan or related Serviced REO
Loan, as applicable, the Master Servicer’s or the Special Servicer’s, as applicable, rights to payment of Servicing
Fees, Special Servicing Fees, Liquidation Fees and Workout Fees, as applicable, pursuant to this clause (ii)(A) with respect to
such Serviced Whole Loan or related Serviced REO Loan, as applicable, being limited to amounts received on or in respect of such
Serviced Whole Loan (whether in the form of payments, Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds), or such
Serviced REO Loan (whether in the form of REO Proceeds, Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds), that
are allocable as recovery of interest thereon and (B) to the Special Servicer, each month to the extent not covered by clause
(ii)(A) above, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of such Serviced Whole Loan or
related Serviced REO Loan, as applicable, remaining unpaid out of general collections in the Collection Account as provided in
Section 3.06(a)(ii) of this Agreement;


 


(iii)          to
reimburse the Trustee or itself, in that order, for unreimbursed P&I Advances with respect to the applicable Mortgage Loan
and to reimburse the related Serviced Companion Loan Service Provider for unreimbursed principal and/or interest advances with
respect to the applicable Serviced Companion Loan, the Master Servicer’s, the Trustee’s and the applicable Serviced
Companion Loan Service Provider’s right to reimbursement pursuant to this clause (iii) being limited to amounts received
in the applicable Serviced Whole Loan Collection Account which represent Late Collections received in respect of such Mortgage
Loan or Serviced Companion Loan, as applicable (as allocable thereto pursuant to the related Loan Documents and the related Intercreditor
Agreement), during the applicable period; provided, that to the extent such amounts are insufficient to repay such P&I
Advances on any Mortgage Loan as to which there is a related Serviced Subordinate Companion Loan, such P&I Advances may be
reimbursed, from collections on the related Serviced Whole Loan allocable to such Subordinate Companion Loan; provided,
further, that if such P&I Advance on the applicable Mortgage Loan becomes a Nonrecoverable Advance or a Workout-Delayed
Reimbursement Amount, then such P&I Advance shall thereafter be reimbursed in accordance with clause (v) below;


 


(iv)          to
reimburse the Trustee or itself, in that order, as applicable (with respect to such Serviced Whole Loan or Serviced REO Property),
for unreimbursed Servicing Advances with respect to such Serviced Whole Loan or related Serviced REO Property, the Master Servicer’s
or the Trustee’s respective rights to receive payment pursuant to this clause (iv) being limited to, as applicable, related
payments by the applicable Borrower with respect to such Servicing Advance, Liquidation Proceeds, Insurance Proceeds and Condemnation
Proceeds and REO Proceeds with respect to such Serviced Whole Loan; provided, that if such Servicing Advance becomes a
Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount, then such Servicing Advance shall thereafter be reimbursed in
accordance with clause (v) below;


 






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(v)           (A)
to reimburse the Trustee or itself, in that order, (with respect to such Serviced Whole Loan or related REO Property), as applicable
(x) with respect to Nonrecoverable Advances, first, out of Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds
and REO Proceeds received on the related Serviced Whole Loan and related REO Properties, and second, out of general collections
in the Collection Account as provided in Section 3.06(a) and (y) with respect to the Workout-Delayed Reimbursement Amounts,
first, out of the principal portion of the general collections on the Serviced Whole Loan and related REO Properties, net
of such amounts being reimbursed pursuant to the subclause first in the preceding clause (x) above and second out
of general collections in the Collection Account as provided in Section 3.06(a); provided that in the case of both
clause (x) and clause (y) of this clause (v), prior to making any reimbursement from general collections, such reimbursements
shall be made first, from collections on, and proceeds of the applicable Subordinate Companion Loan, if any, and then from collections
on, and proceeds of the related Mortgage Loan, or in the case of a Serviced Pari Passu Whole Loan with a Serviced Pari Passu Companion
Loan, on a pro rata basis as between the Mortgage Loan and any related Serviced Pari Passu Companion Loans (based on the
Mortgage Loan’s Stated Principal Balance or related Serviced Pari Passu Companion Loan’s principal balance) and then
from general collections of the Trust (provided that, in the case of a Servicing Advance that is a Nonrecoverable Advance,
the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify
the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights
under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the
related Serviced Companion Loans from the related Companion Loan Noteholders) or (B) to pay itself or the Special Servicer out
of general collections on such Serviced Whole Loan and related REO Properties, any related earned Servicing Fee, Special Servicing
Fee, Liquidation Fee or Workout Fee, as applicable, that remained unpaid in accordance with clause (ii) above following a Final
Recovery Determination made with respect to such Serviced Whole Loan or related REO Property and the deposit into the applicable
Serviced Whole Loan Collection Account of all amounts received in connection therewith; provided that, notwithstanding
the foregoing, such party’s rights to reimbursement pursuant to this clause (v) with respect to any such Nonrecoverable
Advance or Workout-Delayed Reimbursement Amount that is a P&I Advance, being limited (except to the extent set forth in Section
3.06(a)) to amounts on deposit in the applicable Serviced Whole Loan Collection Account that were received in respect of the
particular Mortgage Loan (as allocable thereto pursuant to the related Loan Documents and the related Intercreditor Agreement)
in the related Serviced Whole Loan as to which such Nonrecoverable Advance or such Workout-Delayed Reimbursement Amount were incurred
(provided, that to the extent such amounts are insufficient to repay such Advances on any Mortgage Loan as to which there
is a related Subordinate Companion Loan, such P&I Advances may be reimbursed from collections on the related Serviced Whole
Loan allocable to such Subordinate Companion Loan);


 


(vi)          at
such time as it reimburses the Trustee or itself, in that order, as applicable, for (A) any unreimbursed P&I Advance with
respect to the applicable Mortgage Loan (including any such Advance that constitutes a Workout-Delayed


 






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Reimbursement
Amount) or any unreimbursed principal and/or interest advance with respect to the related Serviced Companion Loan pursuant to
clause (iii) above, to pay itself, the Trustee or such Serviced Companion Loan Service Provider, as applicable, any Advance Interest
Amounts accrued and payable thereon, (B) any unreimbursed Servicing Advances (including any such Advance that constitutes a Workout-Delayed
Reimbursement Amount) pursuant to clause (iv) above, to pay itself, the Special Servicer or the Trustee, as the case may be, any
Advance Interest Amounts accrued and payable thereon or (C) any Nonrecoverable Advances pursuant to clause (v) above, to pay itself,
the Special Servicer, the Trustee or any Serviced Companion Loan Service Provider, as the case may be, any Advance Interest Amounts
accrued and payable thereon, with such amounts payable in the case of clauses (A), (B) and (C) above, first, from Penalty
Charges pursuant to Section 3.12(d), then, from collections on, and proceeds of the applicable Subordinate Companion Loan,
if any, and then, from collections on, and proceeds of on a pro rata basis as between the Mortgage Loan and any related other
Serviced Pari Passu Companion Loans (based on the Mortgage Loan’s Stated Principal Balance or related Serviced Pari Passu
Companion Loan’s principal balance), provided that, notwithstanding the foregoing, such party’s rights to reimbursement
pursuant to this clause (vi) with respect to any such interest on P&I Advances (including any such P&I Advance that is
a Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount) being limited to amounts on deposit in the applicable Serviced
Whole Loan Collection Account that were received in respect of the particular Mortgage Loan (as allocable thereto pursuant to
the related Loan Documents and the related Intercreditor Agreement) in the related Serviced Whole Loan as to which such advance
relates (provided, that any Mortgage Loan as to which there is a related Subordinate Companion Loan, such interest on P&I
Advances may be reimbursed from collections on the related Serviced Whole Loan allocable to such Subordinate Companion Loan); 


(vii)         to
reimburse itself, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as the case may be, as applicable,
for any unreimbursed expenses reasonably incurred by such Person in respect of any Breach or Defect with respect to the Mortgage
Loan giving rise to a repurchase obligation of the applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage
Loan Purchase Agreement or, with respect to a Serviced Companion Loan, under the related mortgage loan purchase agreement, including,
without limitation, any expenses arising out of the enforcement of the repurchase obligation, each such Person’s right to
reimbursement pursuant to this clause (vii) with respect to such Serviced Whole Loan being limited to that portion of the Purchase
Price paid for the related Mortgage Loan that represents such expense in accordance with clause (e) of the definition of Purchase
Price (or, with respect to a Serviced Companion Loan, a comparable expense);


 


(viii)        to
pay itself all Prepayment Interest Excesses on any related Mortgage Loan or Serviced Companion Loan included in the Serviced Whole
Loans not required to be used pursuant to Section 3.17(c) of this Agreement;


 


(ix)           (A)
to pay itself, as additional servicing compensation in accordance with Section 3.12(a), (1) interest and investment income
earned in respect of amounts relating to such Serviced Whole Loan held in the applicable Serviced Whole Loan Collection


 






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Account
as provided in Section 3.07(b) (but only to the extent of the net investment earnings with respect to such Serviced Whole
Loan Collection Account for any period from any Distribution Date to the immediately succeeding Master Servicer Remittance Date)
and (2) any Penalty Charges on the related Mortgage Loan and Serviced Companion Loan (except to the extent prohibited by the related
Intercreditor Agreement and other than Specially Serviced Loans) but only to the extent collected from the related Borrower and
to the extent that all amounts then due and payable with respect to the Serviced Whole Loans have been paid and are not needed
to pay Advance Interest Amounts, interest on debt service advances made by the related Serviced Companion Loan Service Provider
and/or Additional Trust Fund Expenses in accordance with Section 3.12 and the related Intercreditor Agreement; and (B)
to pay the Special Servicer, as additional servicing compensation in accordance with the second paragraph of Section 3.12,
the portion of any Penalty Charges on the related Mortgage Loan and Serviced Companion Loan (except to the extent prohibited by
the related Intercreditor Agreement), during the period it is a Specially Serviced Loan (but only to the extent collected from
the related Borrower and to the extent that all amounts then due and payable with respect to the related Specially Serviced Loan
have been paid and are not needed to pay interest on Advances, interest on debt service advances made by the related Serviced
Companion Loan Service Provider and/or Additional Trust Fund Expenses in accordance with Section 3.12 and the related Intercreditor
Agreement);


 


(x)            to
recoup any amounts deposited in such Serviced Whole Loan Collection Account in error;


 


(xi)           to
pay itself, the Special Servicer, the Depositor or any of their respective directors, officers, members, managers, employees and
agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03(a) or 6.03(b), to the
extent that such amounts relate to such Serviced Whole Loan;


 


(xii)          to
pay for the cost of the Opinions of Counsel contemplated by Section 3.10(d), 3.10(e), 3.15(a), 3.15(b)
and 12.08 to the extent that such opinions specifically relate to such Serviced Whole Loan;


 


(xiii)         to
pay out of general collections on such Serviced Whole Loan and related Serviced REO Property any and all federal, state and local
taxes imposed on the Upper-Tier REMIC, the Lower-Tier REMIC or any of their assets or transactions, together with all incidental
costs and expenses, in each case to the extent that neither the Master Servicer, the Special Servicer, the Certificate Administrator
nor the Trustee is liable therefor pursuant to this Agreement and only to the extent that such amounts relate to the related Mortgage
Loan or to the related Serviced Companion Loans (but only to the extent that any related Serviced Companion Loan is included in
a REMIC);


 


(xiv)        to
reimburse the Trustee and the Certificate Administrator out of general collections on such Serviced Whole Loan and related REO
Properties for expenses incurred by and reimbursable to it by the Trust Fund specifically related to such Serviced Whole Loan;


 






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(xv)         to
pay any Person permitted to purchase a Mortgage Loan under Section 3.16 with respect to the Mortgage Loan included in such
Serviced Whole Loan, if any, previously purchased by such Person pursuant to this Agreement, all amounts received thereon subsequent
to the date of purchase relating to periods after the date of purchase;


 


(xvi)        to
deposit in the Interest Reserve Account the amounts with respect to the Mortgage Loan included in such Serviced Whole Loan required
to be deposited in the Interest Reserve Account pursuant to Section 3.05(e);


 


(xvii)       to
pay to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Depositor, as the case may
be, to the extent that such amounts relate to the Mortgage Loan included in such Serviced Whole Loan, any amount specifically
required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement to which reference is
not made in any other clause of this Section 3.06(b), it being acknowledged that this clause (xvii) shall not be construed
to modify any limitation or requirement otherwise set forth in this Agreement or in the related Intercreditor Agreement as to
the time at which any Person is entitled to payment or reimbursement of any amount or as to the funds from which any such payment
or reimbursement is permitted to be made;


 


(xviii)      to
pay the related Mortgage Loan Seller with respect to the Mortgage Loan included in such Serviced Whole Loan, if any, previously
purchased or substituted (i.e., replaced) by such Person pursuant to or as contemplated by this Agreement, all amounts
received on such Mortgage Loan subsequent to the date of purchase or substitution, and, in the case of a substitution, with respect
to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon during or prior to the month of substitution,
in accordance with the third paragraph of Section 2.03(g); and


 


(xix)         to
clear and terminate such Serviced Whole Loan Collection Account at the termination of this Agreement pursuant to Section 9.01.


 


In
the case of the amounts payable as set forth above in this Section 3.06(b) with respect to any Serviced Whole Loan, if
such amount is not specifically payable, pursuant to the terms of this Agreement or the related Intercreditor Agreement, out of
collections or proceeds allocable to any particular note that is a part of such Serviced Whole Loan, such amount shall be paid
from collections on, and proceeds of the related Serviced Subordinate Companion Loan, if any, and then, from collections on, and
proceeds of, on a pro rata basis as between, the related Mortgage Loan and any related Serviced Pari Passu Companion Loans
(based on the related Mortgage Loan’s principal balance or the related Serviced Pari Passu Companion Loan’s principal
balance), and then, to the extent provided for in this Agreement, from general collections.


 


The
Master Servicer shall keep and maintain separate accounting records, on a loan by loan and property by property basis when appropriate,
for the purpose of justifying any withdrawal from any Serviced Whole Loan Collection Account. All withdrawals with respect to
any Serviced Whole Loan shall be made first, from the applicable Serviced Whole Loan Collection Account and then,
from the Master Servicer’s Collection Account to the extent


 






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permitted
by Section 3.06(a). Upon request, the Master Servicer shall provide to the Certificate Administrator such records and any
other information in the possession of the Master Servicer to enable the Certificate Administrator to determine the amounts attributable
to the Lower-Tier REMIC and the Companion Loans.


 


The
Master Servicer shall pay to the Special Servicer from the Serviced Whole Loan Collection Accounts amounts permitted to be paid
to it therefrom promptly upon receipt of a certificate of a Servicing Officer of such Special Servicer describing the item and
amount to which the Special Servicer is entitled. The Master Servicer may rely conclusively on any such certificate and shall
have no duty to recalculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each
Specially Serviced Loan included in the Serviced Whole Loan and related REO Loan, on a loan by loan and property by property basis,
for the purpose of justifying any request for withdrawal from any Serviced Whole Loan Collection Account.


 


Any
permitted withdrawals under this Section 3.06(b) with respect to reimbursement for advances or other amounts payable to
an Other Trustee shall, if applicable, also be deemed to be a permitted withdrawal for similar amounts owed to the fiscal agent
of the Other Trustee, if any.


 


Notwithstanding
anything to the contrary contained herein, with respect to each Serviced Companion Loan, the Master Servicer shall withdraw from
the related Serviced Whole Loan Collection Account and remit to the related Serviced Companion Loan Noteholders, within (x) with
respect to any Serviced Subordinate Companion Loan, if required pursuant to the terms of the related Intercreditor Agreement,
two (2) Business Days of receipt of properly identified funds and (y) with respect to any Serviced Pari Passu Companion Loan,
one (1) Business Day of receipt of properly identified funds, any amounts that represent Late Collections or Principal Prepayments
on such Serviced Companion Loan or any successor REO Loan with respect thereto, that are received by the Master Servicer prior
to 3:00 p.m. (New York City time) on any given Business Day (and to the extent any such amounts are received after 3:00 p.m. Eastern
time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to remit such Late Collections or
Principal Prepayments to the related Serviced Companion Loan Noteholders within one (1) Business Day of receipt of properly identified
funds but, in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt of properly identified
funds) (exclusive of any portion of such amount payable or reimbursable to any third party in accordance with the related Intercreditor
Agreement or this Agreement), unless such amount would otherwise be included in the monthly remittance to the holder of such Serviced
Companion Loan for such month.


 


If
the Master Servicer fails, as of 5:00 p.m. (New York City time) on any Master Servicer Remittance Date, any related Serviced Whole
Loan Remittance Date or any other date a remittance is required to be made, as applicable, to remit to the Certificate Administrator
(in respect of the related Mortgage Loan) or the Serviced Companion Loan Noteholders (in respect of any related Serviced Companion
Loan) any amounts required to be so remitted hereunder by such date (including any P&I Advance pursuant to Section 4.07
and any Gain-on-Sale Proceeds allocable to the Serviced Companion Loans pursuant to Section 4.01(d)(i)), the Master
Servicer shall pay to the Certificate Administrator (in respect of the Mortgage Loan) or the Serviced Companion Loan Noteholders
(in respect of the Serviced Companion Loan), for the account of


 






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the
Certificate Administrator (in respect of the Mortgage Loan) or the Serviced Companion Loan Noteholders (in respect of the Serviced
Companion Loans), interest, calculated at the Prime Rate, on such amount(s) not timely remitted, from the time such payment was
required to be made (without regard to any grace period) until (but not including) the date such late payment is received by the
Certificate Administrator or the Serviced Companion Loan Noteholders, as applicable.


 


(c)           On
each Master Servicer Remittance Date, all net income and gain realized from investment of funds to which the Master Servicer or
the Special Servicer is entitled pursuant to Section 3.07(b) of this Agreement shall be subject to withdrawal by the Master
Servicer or the Special Servicer, as applicable.


 


(d)           With
respect to the Serviced Whole Loans, if amounts required to pay the expenses allocable to any related Serviced Companion Loan
exceed amounts on deposit in the Serviced Whole Loan Collection Account, the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, may seek reimbursement from the Trust Fund with respect to such expenses allocable
to such Serviced Companion Loan. The Master Servicer or Special Servicer, as applicable, shall seek (on behalf of the Trust Fund,
subject to the related Intercreditor Agreement) payment or reimbursement from the holder of the related Serviced Subordinate Companion
Loan, if any, and then for the pro rata portion of such expenses allocable to a related Serviced Pari Passu Companion Loan
from the related Serviced Companion Loan Noteholder or, if such Serviced Companion Loan has been deposited into a securitization,
out of general collections in the collection account established pursuant to the related Other Pooling and Servicing Agreement.


 


(e)           If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related
Serviced REO Property, then the Special Servicer shall (provided that, (1) with respect to clause (iv) below, the Special Servicer
shall have provided notice to the Master Servicer of the occurrence of such liquidation event and (2) with respect to clause (v)
below, the Certificate Administrator shall have provided the Master Servicer and the Special Servicer with five Business Days’
prior notice of such final Distribution Date), transfer such Loss of Value Payments (up to the remaining portion thereof) from
the Loss of Value Reserve Fund to the Master Servicer for deposit into the Collection Account for the following purposes:


 


(i)            to
reimburse the Master Servicer or the Trustee, in accordance with Section 3.06(a) of this Agreement, for any Nonrecoverable
Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together with the Advance
Interest Amount);


 


(ii)           to
pay, in accordance with Section 3.06(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of such Loss of Value
Payments, would constitute an Additional Trust Fund Expense;


 


(iii)          to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be
(as calculated without regard


 






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to
the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any related successor REO Loan;


 


(iv)          following
the occurrence of a liquidation event with respect to such Mortgage Loan or any related Serviced REO Property and any related
transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect of any other
Mortgage Loan or Serviced REO Loan; and


 


(v)           On
the final Distribution Date after all distributions have been made as set forth in clauses (i)-(iv) above, to each Mortgage
Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such Mortgage
Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses, that are attributable
to such Mortgage Loan or related REO Property, Additional Trust Fund Expenses or any Nonrecoverable Advances incurred with respect
to the Mortgage Loan related to such contribution.


 


Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (i)-(iii) of the prior paragraph shall be treated
as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan with respect thereto
for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection Account pursuant
to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the Mortgage
Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection Account to cover an item contemplated
by clauses (i)-(iv) of the prior paragraph.


 


(f)            The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier Distribution Account for any of the following
purposes (the order set forth below shall not indicate any order of priority), in each case to the extent not previously paid
from the Collection Account:


 


(i)            to
make deposits of the Lower-Tier Distribution Amount and the amount of any Prepayment Premium and Yield Maintenance Charges distributable
pursuant to Section 4.01(a) of this Agreement in the Upper-Tier Distribution Account, and to make distributions on the
Class R Certificates in respect of the Class LTR Interest pursuant to Section 4.01(a) of this Agreement;


 


(ii)           to
pay itself, the Trustee and the Custodian respective portions of any accrued but unpaid Trustee/Certificate Administrator Fees;


 


(iii)          to
pay itself an amount equal to all net income and gain realized from investment of funds in the Lower-Tier Distribution Account
pursuant to Section 3.07(b) of this Agreement;


 


(iv)          to
pay to itself, the Trustee, the Custodian or any of their directors, officers, employees, representatives and agents, as the case
may be, any amounts payable or


 






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reimbursable
to any such Person pursuant to Section 8.05(b), Section 8.05(c) and Section 8.05(d) of this Agreement;


 


(v)           to
recoup any amounts deposited in the Lower-Tier Distribution Account in error; and


 


(vi)          to
clear and terminate the Lower-Tier Distribution Account at the termination of this Agreement pursuant to Section 9.01 of
this Agreement.


 


(g)           The
Certificate Administrator may make withdrawals from the Upper-Tier Distribution Account for any of the following purposes:


 


(i)            to
make distributions to Certificateholders (other than Holders of the Grantor Trust Certificates) on each Distribution Date pursuant
to Section 4.01 or Section 9.01 of this Agreement (in the case of Holders of the Class R Certificates, in respect
of the Class UTR Interest), as applicable;


 


(ii)           to
recoup any amounts deposited in the Upper-Tier Distribution Account in error; and


 


(iii)          to
clear and terminate the Upper-Tier Distribution Account at the termination of this Agreement pursuant to Section 9.01 of
this Agreement.


 


Section
3.07 Investment of Funds in the Collection Accounts, the Serviced Whole Loan Collection Accounts, the Distribution Accounts,
the Interest Reserve Account, the Gain-on-Sale Reserve Account, the REO Account, the Lock-Box Accounts, the Cash Collateral Accounts
and the Reserve Accounts. (a) The Master Servicer (with respect to the Collection Account, and any Serviced Whole Loan Collection
Account and any Borrower Accounts (as defined below and subject to the second succeeding sentence)), the Special Servicer (with
respect to any REO Account and any Loss of Value Reserve Fund) and the Certificate Administrator (with respect to the Distribution
Accounts, the Interest Reserve Account and the Gain-on-Sale Reserve Account) may direct any depository institution maintaining
the Collection Account, any Serviced Whole Loan Collection Account, the Gain-on-Sale Reserve Account, any Borrower Accounts, any
REO Account, any Loss of Value Reserve Fund, the Interest Reserve Account and the Distribution Accounts (each such account, for
purposes of this Section 3.07, an “Investment Account”), to invest the funds in such Investment Account
in one or more Permitted Investments that bear interest or are sold at a discount, and that mature, unless payable on demand,
no later than the Business Day preceding the date on which such funds are required to be withdrawn from such Investment Account
pursuant to this Agreement. Any investment of funds on deposit in an Investment Account by the Master Servicer, the Special Servicer
or the Certificate Administrator shall be documented in writing and shall provide evidence that such investment is a Permitted
Investment which matures at or prior to the time required hereby or is payable on demand. In the case of any Escrow Account, Lock-Box
Account, Cash Collateral Account or Reserve Account (the “Borrower Accounts”), the Master Servicer shall act
upon the written request of the related Borrower or Manager to the extent that the Master Servicer is required to do so under
the terms of the respective Loan Documents, provided that in the absence of appropriate written instructions from the related
Borrower or Manager meeting the requirements of this Section 3.07, the Master Servicer shall have no obligation to, but
will be entitled to, direct the investment of


 






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funds
in such accounts in Permitted Investments. All such Permitted Investments shall be held to maturity, unless payable on demand.
Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such) or in the
name of a nominee of the Trustee. The Certificate Administrator shall have sole control (except with respect to investment direction
which shall be in the control of the Master Servicer or the Special Servicer, with respect to any REO Accounts, as an independent
contractor to the Trust Fund) over each such investment and any certificate or other instrument evidencing any such investment
shall be delivered directly to the Certificate Administrator or its agent (which shall initially be the Master Servicer), together
with any document of transfer, if any, necessary to transfer title to such investment to the Trustee or its nominee. Neither the
Certificate Administrator nor the Trustee shall have any responsibility or liability with respect to the investment directions
of the Master Servicer, the Special Servicer, any Borrower or Manager or any losses resulting therefrom, whether from Permitted
Investments or otherwise. The Master Servicer shall have no responsibility or liability with respect to the investment directions
of the Special Servicer, the Certificate Administrator, the Trustee, any Borrower or Manager or any losses resulting therefrom,
whether from Permitted Investments or otherwise. The Special Servicer shall have no responsibility or liability with respect to
the investment directions of the Master Servicer, the Certificate Administrator, the Trustee, any Borrower or Manager or any losses
resulting therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account
are at any time invested in a Permitted Investment payable on demand, the Master Servicer (or the Special Servicer or the Certificate
Administrator, as applicable) shall:


 


(x)           consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount
required to be withdrawn on such date; and


 


(y)           demand
payment of all amounts due thereunder promptly upon determination by the Master Servicer (or the Special Servicer or the Certificate
Administrator, as applicable) that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter
on deposit in the related Investment Account.


 


(b)           All
income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the Master Servicer
(except with respect to the investment of funds deposited in (i) any Borrower Account, which shall be for the benefit of the related
Borrower to the extent required under the related Loan Documents for the Mortgage Loan or applicable law, (ii) any REO Account
and the Loss of Value Reserve Fund, which shall be for the benefit of the Special Servicer or (iii) the Gain-on-Sale Reserve Account,
the Interest Reserve Account and the Distribution Accounts, which shall be for the benefit of the Certificate Administrator) and,
if held in the Collection Account, any Serviced Whole Loan Collection Account, REO Account or Distribution Account shall be subject
to withdrawal by the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable, in accordance with
Section 3.06 or Section 3.15(b) of this Agreement, as applicable. The Master Servicer, or with respect to any REO
Account or Loss of Value Reserve Fund, the Special Servicer, or with respect to the Gain-on-Sale Reserve Account or the Distribution
Accounts, the Certificate Administrator, shall deposit from its own funds into the Collection Account, applicable Serviced


 






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Whole
Loan Collection Account, any REO Account or Loss of Value Reserve Fund, the Gain-on-Sale Reserve Account, the Interest Reserve
Account or the Distribution Accounts, as applicable, the amount of any loss incurred in respect of any such Permitted Investment
immediately upon realization of such loss; provided, that the Master Servicer, the Special Servicer or the Certificate
Administrator, as applicable, may reduce the amount of such payment to the extent it forgoes any investment income in such Investment
Account otherwise payable to it. The Master Servicer shall also deposit from its own funds in any Borrower Account immediately
upon realization of such loss the amount of any loss incurred in respect of Permitted Investments, except to the extent that amounts
are invested at the direction of or for the benefit of the Borrower under the terms of the related Loan Documents for the Mortgage
Loan, Serviced Whole Loan or applicable law; provided that neither the Master Servicer nor the Special Servicer shall be
required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of
the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account, so
long as such depository institution or trust company has satisfied the qualifications set forth in the definition of Eligible
Account both (x) at the time the investment was made and (y) 30 days prior to such insolvency.


 


(c)           Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, in either case as a result of an action
or inaction of the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable, the Trustee may, and
upon the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such
action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings. If the Trustee takes any such action, (i) the Master Servicer, if such Permitted Investment was for the benefit of
the Master Servicer, (ii) the Special Servicer, if such Permitted Investment was for the benefit of the Special Servicer or (iii)
the Certificate Administrator, if such Permitted Investment was for the benefit of the Certificate Administrator, shall pay or
reimburse the Trustee for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in
connection therewith.


 


Section
3.08 Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage. (a) In the case of each Serviced
Mortgage Loan and any related Serviced Companion Loan, as applicable (but excluding any REO Loan), the Master Servicer shall use
commercially reasonable efforts consistent with the Servicing Standard to cause the related Borrower, with respect to the Serviced
Mortgage Loans and any related Serviced Companion Loans that it is servicing, to maintain the following insurance coverage (including
identifying the extent to which such Borrower is maintaining insurance coverage and, if such Borrower does not so maintain, the
Master Servicer will itself cause to be maintained with Qualified Insurers) for the related Mortgaged Property: (x) except where
the Loan Documents permit a Borrower to rely on self-insurance provided by a tenant, a fire and casualty extended coverage insurance
policy, which does not provide for reduction due to depreciation, in an amount that is at least equal to the lesser of (i) the
full replacement cost of improvements securing such Mortgage Loan or Serviced Whole Loan, as applicable, and (ii) the Stated Principal
Balance of such Mortgage Loan or Serviced Whole Loan, as applicable, but, in any event, in an amount sufficient to avoid the application
of any co-insurance clause and (y) all other insurance coverage (including, but


 






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not
limited to, coverage for acts of terrorism) that is required, subject to applicable law, under the related Loan Documents; provided,
that:


 


(i)            the
Master Servicer shall not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property unless
the Trustee has an insurable interest and (x) such insurance policy was in effect at the time of the origination of the related
Mortgage Loan or Serviced Whole Loan, as applicable, or (y) such insurance policy was required by the related Loan Documents and
is available at commercially reasonable rates, provided that the Master Servicer shall require the related Borrower to
maintain such insurance in the amount, in the case of clause (x), maintained at origination, and in the case of clause (y), required
by such Mortgage Loan or Serviced Whole Loan, in each case, to the extent such amounts are available at commercially reasonable
rates and to the extent the Trustee has an insurable interest;


 


(ii)           if
and to the extent that any Loan Document grants the lender thereunder any discretion (by way of consent, approval or otherwise)
as to the insurance provider from whom the related Borrower is to obtain the requisite insurance coverage, the Master Servicer
shall (to the extent consistent with the Servicing Standard) require the related Borrower to obtain the requisite insurance coverage
from Qualified Insurers;


 


(iii)          the
Master Servicer shall have no obligation beyond using its reasonable efforts consistent with the Servicing Standard to cause any
Borrower to maintain the insurance required to be maintained under the Loan Documents; provided, that this clause shall
not limit the Master Servicer’s obligation to obtain and maintain a force-placed insurance policy, as provided herein;


 


(iv)          except
as provided below (including under clause (vi) below), in no event shall the Master Servicer be required to cause the Borrower
to maintain, or itself obtain, insurance coverage to the extent that the failure of such Borrower to maintain insurance coverage
is an Acceptable Insurance Default (as determined by the Master Servicer or the Special Servicer, as applicable);


 


(v)           to
the extent that the Master Servicer itself is required to maintain insurance that the Borrower does not maintain, the Master Servicer
will not be required to maintain insurance other than what is available to the Master Servicer on a force-placed basis at commercially
reasonable rates, and only to the extent the Trust as lender has an insurable interest thereon; and


 


(vi)          any
explicit terrorism insurance requirements contained in the related Loan Documents shall be enforced by the Master Servicer in
accordance with the Servicing Standard (unless the Master Servicer or the Special Servicer, as applicable, with the consent of,
if no Control Termination Event has occurred and is continuing, the Directing Holder, and after consultation with the Operating
Advisor pursuant to Section 6.07, has consented to a waiver (including a waiver to permit the Master Servicer to accept
insurance that does not comply with specific requirements contained in the Loan Documents) in writing of that provision in accordance
with the Servicing Standard); provided that the Master Servicer or the Special Servicer, as applicable, shall promptly
notify the Other Servicer in writing of such waiver.


 






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With
respect each CREFI Mortgage Loan, the Master Servicer shall not permit the related Borrower to maintain a “Non-Conforming
Policy” (as such term is defined in the related Loan Agreement) unless a Rating Agency Confirmation has
been obtained.


 


The
Master Servicer shall notify the Special Servicer, the Certificate Administrator, the Trustee and the Directing Holder if the
Master Servicer determines in accordance with the Servicing Standard that a Borrower under a Serviced Mortgage Loan has failed
to maintain insurance required under the Loan Documents and such failure materially and adversely affects the interests of the
Certificateholders or if a Borrower under a Serviced Mortgage Loan has notified the Master Servicer in writing that the Borrower
does not intend to maintain such insurance and that the Master Servicer has determined in accordance with the Servicing Standard
that such failure materially and adversely affects the interests of the Certificateholders.


 


Subject
to Section 3.15(b) of this Agreement, with respect to each Serviced REO Property, the Special Servicer shall use reasonable
efforts and only if the Trustee has an insurable interest, consistent with the Servicing Standard, to maintain (subject to the
right of the Special Servicer to direct the Master Servicer to make a Servicing Advance for the costs associated with coverage
that the Special Servicer determines to maintain, in which case the Master Servicer shall make such Servicing Advance) with Qualified
Insurers to the extent reasonably available at commercially reasonable rates and to the extent the Trustee has an insurable interest,
(a) a fire and casualty extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount
that is at least equal to the lesser of the full replacement value of the Mortgaged Property or the Stated Principal Balance of
the Mortgage Loan, Serviced REO Loan or the Serviced Whole Loan, as applicable (or such greater amount of coverage required by
the related Loan Documents (unless such amount is not available or, if no Control Termination Event has occurred and is continuing,
the Directing Holder has consented to a lower amount)), but, in any event, in an amount sufficient to avoid the application of
any co-insurance clause, (b) a comprehensive general liability insurance policy with coverage comparable to that which would be
required under prudent lending requirements and in an amount not less than $1.0 million per occurrence, and (c) to the extent
consistent with the Servicing Standard, a business interruption or rental loss insurance covering revenues or rents for a period
of at least 12 months; provided, that the Special Servicer shall not be required in any event to maintain or obtain insurance
coverage described in this paragraph beyond what is reasonably available at a commercially reasonable rate and consistent with
the Servicing Standard.


 


All
such insurance policies maintained as described above shall contain (if they insure against loss to property) a “standard”
mortgagee clause, with loss payable to the Master Servicer (on behalf of the Trustee on behalf of Certificateholders and, with
respect to a Serviced Whole Loan, the related Serviced Companion Loan Noteholders), or shall name the Trustee as the insured,
with loss payable to the Special Servicer on behalf of the Trustee (on behalf of Certificateholders and, with respect to a Serviced
Whole Loan, the related Serviced Companion Loan Noteholders) (in the case of insurance maintained in respect of an REO Property).
Any amounts collected by the Master Servicer or Special Servicer, as applicable, under any such policies (other than amounts to
be applied to the restoration or repair of the related Mortgaged Property or Serviced REO Property or amounts to be released to
the related Borrower, in each


 






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case
in accordance with the Servicing Standard) shall be deposited in the Collection Account (or, in the case of the Serviced Whole
Loans, in the applicable Serviced Whole Loan Collection Account), subject to withdrawal pursuant to Section 3.06 of this
Agreement, in the case of amounts received in respect of a Serviced Mortgage Loan and any related Serviced Companion Loan, or
in the applicable REO Account of the Special Servicer, subject to withdrawal pursuant to Section 3.15 of this Agreement,
in the case of amounts received in respect of a Serviced REO Property. Any cost incurred by the Master Servicer or the Special
Servicer in maintaining any such insurance shall not, for purposes hereof, including calculating monthly distributions to Certificateholders
or Serviced Companion Loan Noteholders, be added to the Stated Principal Balance of the related Mortgage Loan or Serviced Whole
Loan, notwithstanding that the terms of such Mortgage Loan or Serviced Whole Loan so permit; provided, that this sentence
shall not limit the rights of the Master Servicer or Special Servicer on behalf of the Trust Fund to enforce any obligations of
the related Borrower under such Serviced Mortgage Loan and any related Serviced Companion Loan. Any costs incurred by the Master
Servicer in maintaining any such insurance policies in respect of the Mortgage Loans or Specially Serviced Loans (other than REO
Properties) (i) if the Borrower defaults on its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance
and will be charged to the related Borrower and (ii) shall not, for purposes of calculating monthly distributions to Certificateholders,
be added to the Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so
permit. Any cost incurred by the Special Servicer in maintaining any such insurance policies with respect to Serviced REO Properties
shall be an expense of the Trust Fund (and in the case of any Serviced Whole Loan, such expense shall be allocated in accordance
with the allocation provisions of the related Intercreditor Agreement) payable out of the related REO Account (or Serviced Whole
Loan REO Account, as applicable) or, if the amount on deposit therein is insufficient therefor, advanced by the Master Servicer
as a Servicing Advance (or paid from the Collection Account if the Master Servicer determines such Advance would be a Nonrecoverable
Advance, subject to Section 3.21(d) of this Agreement).


 


(b)           If
either:


 


(x)
the Master Servicer or Special Servicer obtains and maintains, or causes to be obtained and maintained, a blanket policy or master
force-placed policy insuring against hazard losses on all of the Serviced Mortgage Loans and any related Serviced Companion Loans
or Serviced REO Properties, as applicable, then, to the extent such policy


 


(i)            is
obtained from a Qualified Insurer, and


 


(ii)           provides
protection equivalent to the individual policies otherwise required, or


 


(y)
the Master Servicer or the Special Servicer (or, in each case, its corporate parent), as applicable, has long-term unsecured debt
obligations or deposit accounts that are rated not lower than “A-” by Fitch and “A-” or its equivalent
by S&P and “A (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by at least any one other
NRSRO (which may include S&P and/or Fitch)), and the Master Servicer or Special Servicer self-insures for its obligation to
maintain the individual policies otherwise required,


 






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then
the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation to cause hazard insurance
to be maintained on the related Mortgaged Properties or Serviced REO Properties, as applicable.


 


Such
a blanket or master force-placed policy may contain a deductible clause (not in excess of a customary amount), in which case the
Master Servicer or Special Servicer, as the case may be, that maintains such policy shall, if there shall not have been maintained
on any Mortgaged Property securing a Serviced Mortgage Loan or Serviced REO Property thereunder a hazard insurance policy complying
with the requirements of Section 3.08(a) of this Agreement, and there shall have been one or more losses that would have
been covered by such an individual policy, promptly deposit into the Collection Account (or, in the case of a Serviced Whole Loan,
in the related Serviced Whole Loan Collection Account), from its own funds, the amount not otherwise payable under the blanket
or master force-placed policy in connection with such loss or losses because of such deductible clause to the extent that any
such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan or the related Serviced Whole Loan,
as applicable (or, in the absence of any such deductible limitation, the deductible limitation for an individual policy which
is consistent with the Servicing Standard). The Master Servicer and Special Servicer shall prepare and present, on behalf of itself,
the Trustee, Certificateholders and, if applicable the Serviced Companion Loan Noteholders, claims under any such blanket or master
force-placed policy maintained by it in a timely fashion in accordance with the terms of such policy. If the Master Servicer or
Special Servicer, as applicable, causes any Mortgaged Property securing a Serviced Mortgage Loan or Serviced REO Property to be
covered by such “force-placed” insurance policy, the incremental costs of such insurance applicable to such Mortgaged
Property or Serviced REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not
any Mortgaged Property or Serviced REO Property is covered thereby) shall be paid as a Servicing Advance.


 


(c)           With
respect to each Serviced Mortgage Loan and any related Serviced Companion Loan that is subject to an Environmental Insurance Policy,
if the Master Servicer has actual knowledge of any event giving rise to a claim under an Environmental Insurance Policy, the Master
Servicer shall notify the Special Servicer to such effect and the Master Servicer shall take reasonable actions as are in accordance
with the Servicing Standard and the terms and conditions of such Environmental Insurance Policy to make a claim thereunder and
achieve the payment of all amounts to which the Trust is entitled thereunder. With respect to each Specially Serviced Loan and
Serviced REO Property that is subject to an Environmental Insurance Policy, if the Special Servicer has actual knowledge of any
event giving rise to a claim under an Environmental Insurance Policy, such Special Servicer shall take reasonable actions as are
in accordance with the Servicing Standard and the terms and conditions of such Environmental Insurance Policy to make a claim
thereunder and achieve the payment of all amounts to which the Trust, on behalf of the Certificateholders and, if applicable,
the Serviced Companion Loan Noteholders (giving due regard to the junior nature of the related Subordinate Companion Loan, if
any), is entitled thereunder. Any legal fees or other out-of-pocket costs incurred in accordance with the Servicing Standard in
connection with any claim under an Environmental Insurance Policy described above (whether by the Master Servicer or Special Servicer)
shall be paid by, and reimbursable to, the Master Servicer as a Servicing Advance.


 






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(d)           The
Master Servicer and the Special Servicer shall at all times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement during which Specially Serviced Loans and/or Serviced REO Properties
as to which it is the Special Servicer are included in the Trust Fund) keep in force with a Qualified Insurer, a fidelity bond
in such form and amount as are consistent with the Servicing Standard. The Master Servicer and Special Servicer, as applicable,
shall be deemed to have complied with the foregoing provision if an Affiliate thereof has such fidelity bond coverage and, by
the terms of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer and Special Servicer, as the
case may be. Such fidelity bond shall provide that it may not be canceled without ten days’ prior written notice to the
Trustee. So long as the long-term unsecured debt obligations or deposit accounts of the Master Servicer (or its corporate parent
if such insurance is guaranteed by its parent) or the Special Servicer (or its corporate parent), as applicable, are rated not
lower than “A-” by Fitch, “A-” or its equivalent by S&P) and “A (low)” by DBRS (or, if
not rated by DBRS, an equivalent (or higher) rating by at least any one other NRSRO (which may include S&P and/or Fitch)),
the Master Servicer or the Special Servicer, as applicable, may self-insure with respect to the fidelity bond coverage required
as described above, in which case it shall not be required to maintain an insurance policy with respect to such coverage.


 


The
Master Servicer and Special Servicer, as applicable, shall at all times during the term of this Agreement (or, in the case of
the Special Servicer, at all times during the term of this Agreement during which Specially Serviced Loans and/or Serviced REO
Properties exist as part of the Trust Fund) also keep in force with a Qualified Insurer a policy or policies of insurance covering
loss occasioned by the errors and omissions of its officers and employees in connection with their servicing obligations hereunder,
which policy or policies shall be in such form and amount as are consistent with the Servicing Standard. The Master Servicer or
the Special Servicer, as applicable, shall be deemed to have complied with the foregoing provisions if an Affiliate thereof has
such insurance and, by the terms of such policy or policies, the coverage afforded thereunder extends to the Master Servicer or
Special Servicer, as the case may be. Any such errors and omissions policy shall provide that it may not be canceled without ten
days’ prior written notice to the Trustee. So long as the long-term unsecured debt obligations or deposit accounts of the
Master Servicer (or its corporate parent if such insurance is guaranteed by its parent) or the Special Servicer (or its corporate
parent), as applicable, are rated not lower than “A-” by Fitch, “A-” or its equivalent by S&P and
“A (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by (A) at least any two other NRSROs
(which may include S&P and/or Fitch)), or (B) one NRSRO (which may include S&P and/or Fitch) and A.M. Best Company), the
Master Servicer or the Special Servicer, as applicable, may self-insure with respect to the errors and omissions coverage required
as described above, in which case it shall not be required to maintain an insurance policy with respect to such coverage.


 


Section
3.09 Enforcement of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Serviced Mortgage
Loan and any related Serviced Companion Loan contains a provision in the nature of a “due-on-sale” clause (including,
without limitation, sales or transfers of Mortgaged Properties (in full or part) or the sale, transfer, pledge or hypothecation
of direct or indirect interests in the Borrower or its owners), which by its terms:


 


(i)            provides
that such Serviced Mortgage Loan and any related Serviced Companion Loan will (or may at the mortgagee’s option) become
due and payable upon


 






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the
sale or other transfer of an interest in the related Mortgaged Property (including, without limitation, the sale, transfer, pledge
or hypothecation of direct or indirect interests in the Borrower or its owners),


 


(ii)           provides
that such Serviced Mortgage Loan and any related Serviced Companion Loan may not be assumed without the consent of the related
mortgagee in connection with any such sale or other transfer, or


 


(iii)          provides
that such Serviced Mortgage Loan and any related Serviced Companion Loan may be assumed or transferred without the consent of
the mortgagee, provided certain conditions set forth in the Loan Documents are satisfied,


 


then,
the Master Servicer (with respect to Performing Loans (other than Non-Serviced Mortgage Loans), to the extent such action is not
a Special Servicer Major Decision) or the Special Servicer (with respect to Specially Serviced Loans and, to the extent such action
is a Special Servicer Major Decision, Performing Loans (other than Non-Serviced Mortgage Loans)) shall determine, in each case
in a manner consistent with the Servicing Standard, on behalf of the Trustee as the mortgagee of record, whether to (a) exercise
any right it may have with respect to such Serviced Mortgage Loan or Serviced Whole Loan (x) to accelerate the payments thereon
or (y) to grant or withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) waive any right
to exercise such rights; provided that, (i) with respect to such consent or waiver of rights that is a Major Decision,
prior to itself taking such an action, the Master Servicer or the Special Servicer, as applicable, shall obtain, prior to the
occurrence and continuance of a Control Termination Event, the prior written consent (or deemed consent) of the Directing Holder
pursuant to Section 6.07 (or (A)(1) after the occurrence and during the continuance of a Control Termination Event, but
prior to a Consultation Termination Event and (2) other than with respect to any applicable Excluded Loan, upon consultation with
the Directing Holder pursuant to Section 6.07 and (B) after the occurrence and during the continuance of an Operating Advisor
Consultation Event, upon consultation with the Operating Advisor pursuant to Section 6.07), and (ii) the Master Servicer
or the Special Servicer processing such action, prior to consenting to such action, shall obtain, a Rating Agency Confirmation
from each Rating Agency with respect to the Certificates and Serviced Companion Loan Securities, if any, in the case of any such
Mortgage Loan that (1) represents more than 5% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding
and has a Stated Principal Balance of at least $10,000,000, (2) has a Stated Principal Balance that is more than $35,000,000,
(3) represents one of the ten largest Mortgage Loans or groups of cross-collateralized Mortgage Loans based on Stated Principal
Balance and has a Stated Principal Balance of at least $10,000,000, or (4) is a Mortgage Loan as to which the related Serviced
Companion Loan (A) represents one of the ten largest mortgage loans in the related Other Securitization based on outstanding principal
balance and has an outstanding principal balance of at least $10,000,000, (B) represents more than 5% of the aggregate outstanding
principal balance of the mortgage loans then outstanding in the related Other Securitization and has an outstanding principal
balance of at least $10,000,000 or (C) has an outstanding principal balance that is more than $35,000,000 (provided that
the Master Servicer or Special Servicer, as applicable, shall be entitled to request and reasonably rely upon the written notification
provided by the master servicer, special servicer, trustee or certificate administrator of the applicable Other Securitization
as to whether any condition in clause (4)(A)


 






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or (B) is met, or if no timely response is received, entitled to reasonably rely
on the most recent CREFC® reports related to the applicable Other Securitization).


 


The
Master Servicer or the Special Servicer processing such action shall notify the Trustee, the Certificate Administrator, the Directing
Holder and the Master Servicer or the Special Servicer, as applicable, that any such assumption or substitution agreement has
been completed by forwarding to the Custodian (with a copy to the Master Servicer, the Certificate Administrator, the Trustee
and the Directing Holder, as applicable) the original copy of such agreement, which copies shall be added to the related Mortgage
File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. To the extent not precluded by the Loan Documents, neither the Master Servicer nor the Special Servicer
shall approve an assumption or substitution without requiring the related Borrower to pay any fees owed to the Rating Agencies
associated with the approval of such assumption or substitution. However, if the related Borrower is required but fails to pay
such fees, such fees shall be an expense of the Trust Fund (and in the case of any Serviced Whole Loan, such expense shall be
allocated in accordance with the allocation provisions of the related Intercreditor Agreement); provided that in the case
of a Serviced Whole Loan the Master Servicer or the Special Servicer processing such action shall be required, after receiving
payment from amounts on deposit in the Collection Account, if any, to (i) promptly notify the holder of the related Companion
Loan and (ii) use commercially reasonable efforts to exercise on behalf of the Trust Fund the rights of the Trust Fund under the
related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related
Serviced Companion Loan from the holders of such Serviced Companion Loan.


 


Notwithstanding
anything herein to the contrary, with respect to any applicable Excluded Loan relating to the Directing Holder (regardless of
whether an Operating Advisor Consultation Event has occurred and is continuing), the Master Servicer or the Special Servicer,
as applicable, shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving
proposed Major Decisions that it is processing and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in Section 6.07 for consulting with the Operating Advisor.


 


(b)           If
any Serviced Mortgage Loan and any related Serviced Companion Loan contains a provision in the nature of a “due-on-encumbrance”
clause, which by its terms:


 


(i)            provides
that such Serviced Mortgage Loan and any related Serviced Companion Loan shall (or may at the mortgagee’s option) become
due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property or any direct or indirect
ownership interest in the borrower (including, unless specifically permitted, any mezzanine financing of the Borrower or the Mortgaged
Property or any sale or transfer of preferred equity in the Borrower or its owners),


 


(ii)           requires
the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property (including,
without limitation, any mezzanine financing of the Borrower or the Mortgaged Property or any sale or transfer of preferred equity
in the Borrower or its owners), or


 






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(iii)          provides
that such Mortgaged Property may be further encumbered without the consent of the mortgagee (including, without limitation, any
mezzanine financing of the Borrower or the Mortgaged Property or any sale or transfer of preferred equity in the Borrower or its
owners), provided certain conditions set forth in the Loan Documents are satisfied,


 


then,
the Master Servicer (with respect to Performing Loans (other than Non-Serviced Mortgage Loans), to the extent such action is not
a Special Servicer Major Decision) or the Special Servicer (with respect to Specially Serviced Loans and, to the extent such action
is a Special Servicer Major Decision, Performing Loans (other than Non-Serviced Mortgage Loans)) shall determine, in each case
in a manner consistent with the Servicing Standard, on behalf of the Trustee as the mortgagee of record, whether to (a) exercise
any right it may have with respect to such Serviced Mortgage Loan or Serviced Whole Loan (x) to accelerate the payments thereon
or (y) to withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard
or (b) grant or waive its right to exercise such rights; provided that, (i) with respect to such consent or waiver of rights
that is a Major Decision, prior to itself taking such an action, the Master Servicer or the Special Servicer, as applicable, shall
obtain, prior to the occurrence and continuance of a Control Termination Event, the prior written consent (or deemed consent)
of the Directing Holder pursuant to Section 6.07 (or (A)(1) after the occurrence and during the continuance of a Control
Termination Event, but prior to a Consultation Termination Event and (2) other than with respect to any applicable Excluded Loan,
upon consultation with the Directing Holder pursuant to Section 6.07 and (B) after the occurrence and during the continuance
of an Operating Advisor Consultation Event, upon consultation with the Operating Advisor pursuant to Section 6.07), and
(ii) the Master Servicer or the Special Servicer processing such action, prior to consenting to such action, shall obtain, a Rating
Agency Confirmation from each Rating Agency with respect to the Certificates and Serviced Companion Loan Securities, if any, in
the case of any such Mortgage Loan that (1) represents more than 2% of the aggregate Stated Principal Balance of the Mortgage
Loans then outstanding, (2) has a Stated Principal Balance that is more than $20,000,000, (3) represents one of the ten largest
Mortgage Loans or groups of cross-collateralized Mortgage Loans based on Stated Principal Balance, (4) has an aggregate loan-to-value
ratio (including any existing and proposed additional debt) that is equal to or greater than 85%, (5) has an aggregate Debt Service
Coverage Ratio (in each case, determined based upon the aggregate of the Stated Principal Balance of the related Mortgage Loan,
any existing additional debt and the principal amount of the proposed additional lien) that is less than 1.20x or (6) is a Mortgage
Loan as to which the related Serviced Companion Loan (A) represents one of the ten largest mortgage loans in the related Other
Securitization based on outstanding principal balance, (B) represents more than 2% of the aggregate outstanding principal balance
of the mortgage loans then outstanding in the related Other Securitization or (C) has an outstanding principal balance that is
more than $20,000,000 (provided, that the Special Servicer shall be entitled to request and reasonably rely upon the written notification
provided by the master servicer, special servicer, trustee or certificate administrator of the applicable Other Securitization
as to whether any condition in clause (6)(A) or (B) is met, or if no timely response is received, entitled to reasonably rely
on the most recent CREFC® reports related to the applicable Other Securitization); provided that with respect to clauses (1),
(3), (4) and (5), such Mortgage Loan shall have a Stated Principal Balance of at least $10,000,000 for the requirement of a Rating
Agency Confirmation to apply.


 






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The
Master Servicer or the Special Servicer processing such action shall notify the Trustee, the Certificate Administrator, the Directing
Holder and the Master Servicer or the Special Servicer, as applicable, that the creation of any lien or other encumbrance has
been completed by forwarding to the Custodian (with a copy to the Master Servicer, the Certificate Administrator, the Trustee
and the Directing Holder, as applicable) the original copy (if available, and otherwise, a copy) of the document creating such
lien or encumbrance, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part
of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. To the extent not
precluded by the Loan Documents, neither the Master Servicer nor the Special Servicer shall approve the creation of any lien or
other encumbrance without requiring the related Borrower to pay any fees owed to the Rating Agencies associated with the approval
of such lien or encumbrance. However, if the related Borrower is required but fails to pay such fees, such fees shall be an expense
of the Trust Fund (and in the case of any Serviced Whole Loan, such expense shall be allocated in accordance with the allocation
provisions of the related Intercreditor Agreement); provided that in the case of a Serviced Whole Loan the Master Servicer
or the Special Servicer processing such action shall be required, after receiving payment from amounts on deposit in the Collection
Account, if any, to (i) promptly notify the holder of the related Companion Loan and (ii) use commercially reasonable efforts
to exercise on behalf of the Trust Fund the rights of the Trust Fund under the related Intercreditor Agreement to obtain reimbursement
for a pro rata portion of such amount allocable to the related Serviced Companion Loan from the holders of such Serviced
Companion Loan.


 


Notwithstanding
anything herein to the contrary, with respect to any applicable Excluded Loan relating to the Directing Holder (regardless of
whether an Operating Advisor Consultation Event has occurred and is continuing), the Master Servicer or the Special Servicer,
as applicable, shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving
proposed Major Decisions that it is processing and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in Section 6.07 for consulting with the Operating Advisor.


 


(c)           Notwithstanding
any other provision of this Agreement, neither the Master Servicer nor the Special Servicer may waive its rights or grant its
consent under any “due-on-sale” or “due-on-encumbrance” clause relating to any Mortgage Loan without,
if no Control Termination Event has occurred and is continuing, the consent of the Directing Holder. The Directing Holder shall
have 10 Business Days (or longer period provided by the related Intercreditor Agreement) after receipt of notice along with the
Special Servicer’s recommendation and analysis with respect to such waiver and any additional information the Directing
Holder may reasonably request from the Special Servicer of a proposed waiver or consent under any “due-on-sale” or
“due-on-encumbrance” clause in which to grant or withhold its consent (provided that if the Special Servicer fails
to receive a response to such notice from the Directing Holder in writing within such period, then the Directing Holder shall
be deemed to have consented to such proposed waiver or consent).


 


(d)           The
Master Servicer and the Special Servicer, as applicable, shall provide copies of any waivers it effects pursuant to Section
3.09(a) or (b) of this Agreement to the other party, the 17g-5 Information Provider (who shall promptly post such waivers
to the 17g-5


 






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Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement) and the related Other 17g-5 Information Provider
(if any) with respect to each Mortgage Loan or Serviced Whole Loan.


 


(e)           Nothing
in this Section 3.09 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien
or other encumbrance with respect to such Mortgaged Property.


 


(f)            In
connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, the Special Servicer shall
not agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a)
of this Agreement shall contain any terms that are different from, any term of any Serviced Mortgage Loan and any related Serviced
Companion Loan or the related Mortgage Note, other than pursuant to Section 3.26 hereof, as applicable.


 


(g)           With
respect to any Serviced Mortgage Loan and any related Serviced Companion Loan which permits release of Mortgaged Properties through
defeasance:


 


(i)            Subject
to the consent rights and processes set forth in Section 6.07 with respect to Major Decisions, the Master Servicer shall
process all defeasances of Serviced Mortgage Loans and Serviced Companion Loans in accordance with the terms of the related Loan
Documents, and shall be entitled to any defeasance fees paid relating thereto (provided that for the avoidance of doubt, any such
defeasance fee shall not include the Special Servicer’s portion of any Modification Fees or waiver fees in connection with
a defeasance that the Special Servicer is entitled to under this Agreement).


 


(ii)           If
such Serviced Mortgage Loan and any related Serviced Companion Loan requires that the lender purchase the required government
securities, then the Master Servicer shall purchase, or shall cause the purchase of, such obligations on behalf of the Trust,
at the related Borrower’s expense, in accordance with the terms of such Mortgage Loan; provided that the Master Servicer
shall not accept the amounts paid by the related Borrower to effect defeasance until acceptable government securities have been
identified.


 


(iii)          To
the extent not inconsistent with such Mortgage Loan or Serviced Whole Loan, the Master Servicer shall require the related Borrower
to provide an Opinion of Counsel (which shall be an expense of the related Borrower) to the effect that the Trustee has a first
priority perfected security interest in the defeasance collateral (including the government securities) and the assignment of
the defeasance collateral is valid and enforceable; such opinion, together with any other certificates or documents to be required
in connection with such defeasance shall be in form and substance acceptable to each Rating Agency.


 






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(iv)          To
the extent not inconsistent with such Mortgage Loan or Serviced Whole Loan, the Master Servicer shall require a certificate at
the related Borrower’s expense from an Independent certified public accountant certifying to the effect that the government
securities will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity)
on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Loan Documents.


 


(v)           Prior
to permitting the release of any Mortgaged Property through defeasance, the Master Servicer shall obtain, at the related Borrower’s
expense, a Rating Agency Confirmation; provided, the Master Servicer shall not be required to obtain such Rating Agency
Confirmation from any Rating Agency if such Mortgage Loan at the time of such defeasance is not (x) a Mortgage Loan that (together
with any Mortgage Loans cross-collateralized with such Mortgage Loan) is one of the ten largest Mortgage Loans by Stated Principal
Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or greater than $20,000,000 or (z) a Mortgage Loan that
represents 5% or more of the Stated Principal Balance of all Mortgage Loans.


 


(vi)          Prior
to permitting release of any Mortgaged Property through defeasance, the Master Servicer shall require an Opinion of Counsel to
the effect that such release will not cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or cause a tax to be imposed on the Trust Fund under the REMIC Provisions; provided that to the extent not
inconsistent with the Mortgage Loan or Serviced Whole Loan, the related Borrower shall pay the cost related to the Opinion of
Counsel (and shall otherwise be a Servicing Advance).


 


(vii)         No
defeasance shall occur on or prior to the second anniversary of the Startup Day of the Trust REMICs, or in the case of any Companion
Loan, the later of the second anniversary of the Startup Day of the Trust REMICs and the second anniversary of the startup day
of any REMIC holding such Companion Loan.


 


(viii)        The
Trustee shall at the expense of the related Borrower (to the extent not inconsistent with the related Loan Documents) hold the
U.S. government securities as pledgee for the benefit of the Certificateholders and, if applicable, the Serviced Companion Loan
Noteholders, and the Certificate Administrator shall apply payments of principal and interest received on the government obligations
to the Collection Account (or Serviced Whole Loan Collection Account) in respect of the defeased Mortgage Loan or Serviced Whole
Loan according to the payment schedule existing immediately prior to the defeasance.


 


(ix)           The
Master Servicer shall, in accordance with the Servicing Standard, enforce provisions in the Mortgage Loans that it is servicing
requiring Borrowers to pay all reasonable expenses associated with a defeasance.


 


(x)            To
the extent not inconsistent with such Mortgage Loan, or to the extent the related Loan Documents provide the lender with discretion,
the Master Servicer shall require a single purpose entity, formed solely for the purpose of owning and pledging the government
securities related to one or more of the Mortgage Loans, to act as a successor borrower.


 






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(xi)           The
Master Servicer may accept as defeasance collateral of any “government security,” within the meaning of Treasury Regulation’s
Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Loan Documents; provided, that the
Master Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not cause an Adverse REMIC
Event.


 


(xii)          Neither
the Master Servicer nor the Special Servicer shall charge a fee for defeasance in excess of that permitted under the Loan Documents
in the event that the Loan Documents provide for such a fee limitation.


 


(h)           When
the Special Servicer’s consent is requested under this Section 3.09, such consent shall be deemed given 15 Business
Days (or such longer time period pursuant to the terms of the related Intercreditor Agreement but not less than five (5) Business
Days after the time period set forth therein for Directing Holder approval) after receipt (unless earlier objected to) by the
Special Servicer from the Master Servicer of the Master Servicer’s written analysis and recommendation with respect to such
proposed action together with such other information reasonably requested by the Special Servicer.


 


Section
3.10 Appraisals; Realization upon Defaulted Loans. (a) Other than with respect to a Non-Serviced Mortgage Loan,
contemporaneously with the earliest of (i) the effective date of any (A) modification of the Maturity Date or extended
Maturity Date, a Mortgage Rate, principal balance or amortization terms of any Mortgage Loan or Serviced Whole Loan or any
other term of a Mortgage Loan or Serviced Whole Loan, (B) extension of the Maturity Date or extended Maturity Date of a
Mortgage Loan or Serviced Whole Loan as described below in Section 3.26 of this Agreement, or (C) consent to the
release of any Mortgaged Property from the lien of the related Mortgage other than pursuant to the terms of the related
Mortgage Loan or Serviced Whole Loan, (ii) the occurrence of an Appraisal Reduction Event, (iii) a default in the payment of
a Balloon Payment for which an extension is not granted, or (iv) the date on which the Special Servicer, consistent with the
Servicing Standard, requests an Updated Valuation, the Special Servicer shall use commercially reasonable efforts to obtain
an Updated Valuation (or a letter update for an existing appraisal which is less than two years old) within 60 days of such
request, the cost of which shall constitute a Servicing Advance; provided, that the Special Servicer shall not be
required to obtain an Updated Valuation pursuant to clauses (i) through (iv) above with respect to any Mortgaged Property for
which there exists an Appraisal, Updated Appraisal or Small Loan Appraisal Estimate which is less than nine months old unless
the Special Servicer has actual knowledge of a material adverse change in circumstances that, consistent with the Servicing
Standard, would call into question the validity of such Appraisal, Updated Appraisal or Small Loan Appraisal Estimate. For so
long as such Mortgage Loan or Serviced Whole Loan is a Specially Serviced Loan, (i) the Special Servicer shall, within 30
days of the end of each 9-month period following the related Appraisal Reduction Event, use commercially reasonable efforts
to order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall constitute a Servicing
Advance and (ii) the Master Servicer shall recalculate the Appraisal Reduction Amount prior to the Special Servicer granting
extensions beyond one year or any subsequent extension after granting a one year extension with respect to the same Mortgage
Loan or Serviced Whole Loan. Subject to any required consent from the Directing Holder and consultation with the Operating
Advisor pursuant to Section 6.07, nothing herein is intended to limit the Special Servicer’s ability to


 






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pursue
multiple strategies contemporaneously if the Special Servicer deems such actions appropriate under the Servicing Standard. The
Special Servicer shall update, in accordance with the timing described above, each Small Loan Appraisal Estimate or Updated Appraisal
for so long as an Appraisal Reduction Event exists with respect to the related Mortgage Loan or Serviced Whole Loan and the Master
Servicer shall recalculate the Appraisal Reduction Amount based on such updated Small Loan Appraisal Estimate or Updated Appraisal
and receipt of information reasonably requested by the Master Servicer from the Special Servicer to the extent such information
is in the possession of the Special Servicer, reasonably necessary to calculate the Appraisal Reduction Amount. The Special Servicer
shall send all such letter updates and Updated Valuations to the Master Servicer, the Trustee, the Operating Advisor, the 17g-5
Information Provider (who shall promptly post such materials to the 17g-5 Information Provider’s Website pursuant to Section
3.14(d) of this Agreement), the related Serviced Companion Loan Noteholder (if any) and, for so long as no Consultation Termination
Event has occurred and is continuing, the Directing Holder.


 


The
Special Servicer shall monitor each Specially Serviced Loan, evaluate whether the causes of the default can be corrected over
a reasonable period without significant impairment of the value of the related Mortgaged Property, initiate corrective action
in cooperation with the Borrower if, in the Special Servicer’s judgment, cure is likely, and take such other actions (including
without limitation, negotiating and accepting a discounted payoff of a Mortgage Loan or Serviced Whole Loan) as are consistent
with the Servicing Standard. If, in the Special Servicer’s judgment, such corrective action has been unsuccessful, no satisfactory
arrangement can be made for collection of delinquent payments, and the Specially Serviced Loan has not been released from the
Trust Fund pursuant to any provision hereof, and except as otherwise specifically provided in Section 3.09(a) and 3.09(b)
of this Agreement, the Special Servicer may, to the extent consistent with the Asset Status Report (and with the consent of
the Directing Holder, if no Control Termination Event has occurred and is continuing) and with the Servicing Standard, accelerate
such Specially Serviced Loan and commence a foreclosure or other acquisition with respect to the related Mortgaged Property or
Properties, provided that the Special Servicer determines that such acceleration and foreclosure are more likely to produce
a greater recovery to Certificateholders and, if applicable, Serviced Companion Loan Noteholders (as a collective whole as if
such Certificateholders and, if applicable, Serviced Companion Loan Noteholders, constituted a single lender) (and with respect
to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate
Companion Loan) on a present value basis (discounting at the related Calculation Rate) than would a waiver of such default or
an extension or modification in accordance with the provisions of Section 3.26 hereof. In connection with causing the Trust
to foreclose on collateral that consists of multiple properties held for sale to customers by the related Borrower (such as unsold
condominium units in a single project), the Special Servicer directing such foreclosure shall consider the effect of the bidding
price for the properties on the tax basis of such properties if such properties are likely to be treated in the hands of the Trust
as properties held for sale to customers. The Master Servicer shall pay the costs and expenses in any such proceedings as a Servicing
Advance unless the Master Servicer or the Special Servicer, as applicable, determines, in its good faith judgment, that such Servicing
Advance would constitute a Nonrecoverable Advance; provided, if such Servicing Advance would constitute a Nonrecoverable
Advance but the Special Servicer determines that such payment would be in the best interests of the Certificateholders and, if
applicable, Serviced Companion Loan Noteholders (as a collective


 






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whole as if such Certificateholders and Serviced Companion
Loan Noteholders, as applicable, constituted a single lender (and with respect to any Serviced Whole Loan with a related Serviced
Subordinate Companion Loan, taking into account the subordinate nature of such Serviced Subordinate Companion Loan) (with the
Master Servicer permitted to conclusively rely upon any such determination by the Special Servicer), the Special Servicer shall
direct the Master Servicer to make such payment from the Collection Account (or, if applicable, the applicable Serviced Whole
Loan Collection Account), which payment shall be an Additional Trust Fund Expense. The Trustee shall be entitled to conclusively
rely upon any determination of the Master Servicer or Special Servicer that a Servicing Advance, if made, would constitute a Nonrecoverable
Advance. If the Master Servicer does not make such Servicing Advance in violation of the second preceding sentence, the Trustee
shall make such Servicing Advance, unless the Trustee determines that such Servicing Advance would be a Nonrecoverable Advance.
The Master Servicer and the Trustee, as applicable, shall be entitled to reimbursement of Servicing Advances (with interest at
the Reimbursement Rate) made pursuant to this paragraph to the extent permitted by Section 3.06 of this Agreement.


 


(b)           If
the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of the state where the Mortgaged
Property is located, the Special Servicer shall not be required to pursue a deficiency judgment against the related Borrower or
any other liable party if (i) the laws of the state do not permit such a deficiency judgment after a non-judicial foreclosure
or (ii) if the Special Servicer determines, in its best judgment, that the likely recovery if a deficiency judgment is obtained
will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment and such determination
is evidenced by an Officer’s Certificate delivered to the Trustee and the Certificate Administrator.


 


(c)           In
the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate
of sale shall be issued to the Trustee (on behalf of the Trust Fund), or to its nominee (which shall not include the Special Servicer)
or a separate Trustee or co-Trustee on behalf of the Trustee as Holder of the Lower-Tier Regular Interests and the Certificateholders
and, if applicable, the Serviced Companion Loan Noteholders. Notwithstanding any such acquisition of title and cancellation of
the related Mortgage Loan or Serviced Whole Loan, as applicable, such Mortgage Loan or Serviced Whole Loan, as applicable, shall
(except for purposes of Section 9.01 of this Agreement) be considered to be a Serviced REO Loan until such time as the
related Serviced REO Property shall be sold by the Trust Fund and shall be reduced only by collections net of expenses. Consistent
with the foregoing, for purposes of all calculations hereunder, so long as such Mortgage Loan or Serviced Whole Loan, as applicable,
shall be considered to be an outstanding Mortgage Loan or Serviced Whole Loan, as applicable:


 


(i)            it
shall be assumed that, notwithstanding that the indebtedness evidenced by the related Mortgage Note shall have been discharged,
such Mortgage Note and, for purposes of determining the Stated Principal Balance thereof, the related amortization schedule in
effect at the time of any such acquisition of title shall remain in effect; and


 


(ii)           subject
to Section 1.02(g) of this Agreement, Net REO Proceeds received in any month shall be applied to amounts that would have
been payable under the related Mortgage Note(s) in accordance with the terms of such Mortgage Note(s) and any applicable Intercreditor
Agreement. In the absence of such terms, Net REO Proceeds


 






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shall,
subject to Section 1.02(g) of this Agreement, be deemed to have been received first, in payment of the accrued interest
that remained unpaid on the date that the related Serviced REO Property was acquired by the Trust Fund; second, in respect
of the delinquent principal installments that remained unpaid on such date; and thereafter, Net REO Proceeds received in
any month shall be applied to the payment of installments of principal and accrued interest on such Mortgage Loan or Serviced
Companion Loan, as applicable, deemed to be due and payable in accordance with the terms of such Mortgage Note(s) and such amortization
schedule until such principal has been paid in full and then to other amounts due under such Mortgage Loan or Serviced Companion
Loan, as applicable. If such Net REO Proceeds exceed the Periodic Payment then payable, the excess shall be treated as a Principal
Prepayment received in respect of such Mortgage Loan or Serviced Companion Loan, as applicable.


 


(d)           Notwithstanding
any provision herein to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund any personal property
pursuant to this Section 3.10 unless either:


 


(i)            such
personal property is incident to real property (within the meaning of Section 856(e)(l) of the Code) so acquired by the Special
Servicer for the benefit of the Trust Fund; or


 


(ii)           the
Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Lower-Tier
REMIC) to the effect that the holding of such personal property by the Lower-Tier REMIC will not cause the imposition of a tax
on any Trust REMIC under the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificate
is outstanding (and such Opinion of Counsel may be premised on the designation hereby of any such personal property as being deemed
part of an “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) with the owner
of such personal property for federal income tax purposes to be designated at such time).


 


(e)           Notwithstanding
any provision to the contrary in this Agreement, the Special Servicer shall not, on behalf of the Trust Fund, obtain title to
any direct or indirect partnership interest or other equity interest in any Borrower pledged pursuant to any pledge agreement
unless the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the
Trust Fund (and in the case of any Serviced Whole Loan, such expense shall be allocated in accordance with the allocation provisions
of the related Intercreditor Agreement)) to the effect that the holding of such partnership interest or other equity interest
by the Trust Fund will not cause the imposition of a tax on any Trust REMIC under the REMIC Provisions or cause any Trust REMIC
to fail to qualify as a REMIC at any time that any Certificate is outstanding.


 


(f)            Notwithstanding
any provision to the contrary contained in this Agreement, the Special Servicer shall not cause the Trustee, on behalf of the
Trust Fund, to obtain title to a Mortgaged Property as a result of or in lieu of foreclosure or otherwise, to obtain title to
any direct or indirect partnership interest in any Borrower pledged pursuant to a pledge agreement and thereby be the beneficial
owner of a Mortgaged Property, have a receiver of rents appointed with respect to, and shall not otherwise cause the Trustee to
acquire possession of, or


 






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take
any other action with respect to, any Mortgaged Property if, as a result of any such action, the Trustee, for the Trust Fund,
the Certificateholders or Serviced Companion Loan Noteholders, if applicable, would be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the
Special Servicer has previously determined in accordance with the Servicing Standard, based on an updated environmental assessment
report prepared by an Independent Person who regularly conducts environmental audits (which report shall be an expense of the
Trust), performed within six months prior to any such acquisition of title or other action that:


 


(i)            such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders (and with respect to the Serviced Whole Loans, the Serviced
Companion Loan Noteholders), as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders
constituted a single lender (and with respect to any Serviced Whole Loan with a related Serviced Subordinate Companion Loan, taking
into account the subordinate nature of such Serviced Subordinate Companion Loan), to take such actions as are necessary to bring
such Mortgaged Property in compliance therewith, and


 


(ii)           there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Serviced Companion Loan holders), as a collective whole as if such Certificateholders
and, if applicable, Serviced Companion Loan holders constituted a single lender (and with respect to any Serviced Whole Loan with
a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan), to take
such actions with respect to the affected Mortgaged Property.


 


In
the event that the environmental assessment first obtained by the Special Servicer with respect to a Mortgaged Property indicates
that such Mortgaged Property may not be in compliance with applicable environmental laws or that Hazardous Materials may be present
but does not definitively establish such fact, the Special Servicer shall cause such further environmental tests to be conducted
by an Independent Person who regularly conducts such tests as the Special Servicer shall deem prudent to protect the interests
of Certificateholders and, if applicable, the Serviced Companion Loan Noteholders. Any such tests shall be deemed part of the
environmental assessment obtained by the Special Servicer for purposes of this Section 3.10.


 


(g)           The
environmental assessment contemplated by Section 3.10(f) of this Agreement shall be prepared within three months (or as
soon thereafter as practicable) of the determination that such assessment is required by any Independent Person who regularly
conducts environmental audits for purchasers of commercial property where the Mortgaged Property is located, as determined by
the Special Servicer in a manner consistent with the


 






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Servicing
Standard. Upon the written direction of the Special Servicer and delivery by the Special Servicer to the Master Servicer of pertinent
back-up information the Master Servicer shall advance the cost of preparation of such environmental assessments as a Servicing
Advance unless the Master Servicer determines, in its good faith judgment, that such Servicing Advance would be a Nonrecoverable
Advance. The Master Servicer shall be entitled to reimbursement of Servicing Advances (with interest at the Reimbursement Rate)
made pursuant to the preceding sentence to the extent permitted by Section 3.06. The Special Servicer shall provide written
reports and a copy of any environmental assessments in electronic format to the Directing Holder (if no Consultation Termination
Event has occurred and is continuing), the Operating Advisor, the Master Servicer, the related Serviced Companion Loan Noteholder
(if any) and the 17g-5 Information Provider (who shall promptly post such materials to the 17g-5 Information Provider’s
Website pursuant to Section 3.14(d) of this Agreement), monthly regarding any actions taken by the Special Servicer with
respect to any Mortgaged Property securing a Defaulted Loan or defaulted Serviced Companion Loan as to which the environmental
testing contemplated by Section 3.10(f) of this Agreement has revealed that either of the conditions set forth in clauses
(i) and (ii) of the first sentence thereof has not been satisfied, in each case until the earlier to occur of (i) satisfaction
of both such conditions, (ii) repurchase of the related Mortgage Loan by the Mortgage Loan Seller or (iii) release of the lien
of the related Mortgage on such Mortgaged Property.


 


(h)           If
the Special Servicer determines pursuant to Section 3.10(f)(i) of this Agreement that a Mortgaged Property is not in compliance
with applicable environmental laws but that it is in the best economic interest of the Trust Fund (and with respect to the Serviced
Whole Loans, the Serviced Companion Loan Noteholders), as a collective whole as if such Certificateholders and, if applicable,
Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with a related Serviced
Subordinate Companion Loan, taking into account the subordinate nature of such Serviced Subordinate Companion Loan), to take such
actions as are necessary to bring such Mortgaged Property in compliance therewith, or if the Special Servicer determines pursuant
to Section 3.10(f)(ii) of this Agreement that the circumstances referred to therein relating to Hazardous Materials are
present but that it is in the best economic interest of the Trust Fund (and with respect to the Serviced Whole Loans, the Serviced
Companion Loan Noteholders), as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders
constituted a single lender (and with respect to any Serviced Whole Loan with a related Serviced Subordinate Companion Loan, taking
into account the subordinate nature of such Serviced Subordinate Companion Loan), to take such action with respect to the containment,
clean-up or remediation of Hazardous Materials affecting such Mortgaged Property as is required by law or regulation, the Special
Servicer shall (with the consent of the Directing Holder (if no Control Termination Event has occurred and is continuing) and
after consultation with the Operating Advisor pursuant to Section 6.07) take such action as it deems to be in the best
economic interest of the Trust Fund (and with respect to the Serviced Whole Loans, the Serviced Companion Loan Noteholders), as
a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single
lender (and with respect to any Serviced Whole Loan with a related Serviced Subordinate Companion Loan, taking into account the
subordinate nature of such Serviced Subordinate Companion Loan), but only if the Certificate Administrator has mailed notice to
the Holders of the Regular Certificates and the related Serviced Companion Loan Noteholders of such proposed action, which notice
shall be prepared by the Special


 






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Servicer,
and only if the Certificate Administrator does not receive, within 30 days of such notification, instructions from the Holders
of Regular Certificates entitled to a majority of the Voting Rights and, with respect to Serviced Whole Loans, the applicable
Serviced Companion Loan Noteholders directing the Special Servicer not to take such action. Notwithstanding the foregoing, if
the Special Servicer reasonably determines that it is likely that within such 30-day period irreparable environmental harm to
such Mortgaged Property would result from the presence of such Hazardous Materials and provides a prior written statement to the
Trustee and the Certificate Administrator setting forth the basis for such determination, then the Special Servicer may take or
cause to be taken such action to remedy such condition as may be consistent with the Servicing Standard. None of the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer shall be obligated to take any action or not take any
action pursuant to this Section 3.10(g) at the direction of the Certificateholders or with respect to any Serviced Whole
Loan, at the direction of the Certificateholders and the related Serviced Companion Loan Noteholders unless the Certificateholders
and, with respect to any Serviced Companion Loan, the Serviced Companion Loan Noteholders agree to indemnify the Trustee, the
Certificate Administrator, the Master Servicer and the Special Servicer with respect to such action or inaction. The Master Servicer
shall advance the cost of any such compliance, containment, clean-up or remediation as a Servicing Advance unless the Master Servicer
determines, in its good faith judgment, that such Advance would constitute a Nonrecoverable Advance.


 


(i)            The
Special Servicer shall notify the Master Servicer of any Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced
Mortgage Loan) which is abandoned or foreclosed that requires reporting to the IRS and shall provide the Master Servicer with
all information regarding forgiveness of indebtedness and required to be reported with respect to any Serviced Mortgage Loan and
any related Serviced Companion Loan which is abandoned or foreclosed and the Master Servicer shall report to the IRS and the related
Borrower, in the manner required by applicable law, such information and the Master Servicer shall report, via Form 1099C or Form
1099A, all forgiveness of indebtedness to the extent such information has been provided to the Master Servicer by the Special
Servicer. The Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


 


(j)            The
costs of any Updated Valuation obtained pursuant to this Section 3.10 shall be paid by the Master Servicer as a Servicing
Advance and shall be reimbursable from the Collection Account or, with respect to the Serviced Whole Loans, first, from
the applicable Serviced Whole Loan Collection Account and second, to the extent amounts in the Serviced Whole Loan Collection
Accounts are insufficient therefor, from the Collection Account in accordance with Section 3.06(a); provided that
the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify
the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights
under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the
related Serviced Companion Loans from the related Companion Loan Noteholders.


 


Section
3.11 Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan or Serviced
Whole Loan, or the receipt by the Master Servicer of a notification that payment in full has been escrowed in a manner
customary for such


 






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purposes,
the Master Servicer shall immediately notify the Custodian by a certification (which certification shall include a statement to
the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the
Collection Account or the applicable Serviced Whole Loan Collection Account, as applicable, pursuant to Section 3.05 of
this Agreement have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the related Mortgage
File. Any expense incurred in connection with any instrument of satisfaction or deed of reconveyance that is not paid by the related
Borrower shall be chargeable to the Trust Fund. The Master Servicer agrees to use reasonable efforts in accordance with the Servicing
Standard to enforce any provision in the relevant Loan Documents that require the Borrower to pay such amounts. No expenses incurred
in connection with any instrument of satisfaction or deed of reconveyance shall be an expense of the Custodian.


 


From
time to time upon request of the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release,
the Custodian shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release to the
Master Servicer or the Special Servicer, as applicable. Upon return of the foregoing to the Custodian, or in the event of a liquidation
or conversion of the Mortgage Loan or the Serviced Whole Loan into a Serviced REO Property, or in the event of a substitution
of a Mortgage Loan pursuant to Section 2.03 of this Agreement, or receipt by the Custodian of a certificate of a Servicing
Officer stating that such Mortgaged Property was liquidated and that all amounts received or to be received in connection with
such liquidation which are required to be deposited into the Collection Account or the applicable Serviced Whole Loan Collection
Account, as applicable, have been so deposited, or that such Mortgage Loan or Serviced Whole Loan has become a Serviced REO Property,
or that the Master Servicer has received a Qualified Substitute Mortgage Loan and the applicable Substitution Shortfall Amount,
the Custodian shall deliver a copy of the Request for Release to the Master Servicer or the Special Servicer, as applicable. If
from time to time, pursuant to the terms of the applicable Intercreditor Agreement or Other Pooling and Servicing Agreement, and
as appropriate for enforcing the terms of the related Non-Serviced Mortgage Loan, the Other Servicer or the Other Special Servicer
requests delivery to it of the original Mortgage Note by providing the Trustee and the Custodian a Request for Release, then the
Custodian shall release or cause the release of such original Mortgage Note to the Other Servicer or the Other Special Servicer
or its designee.


 


Within
five (5) Business Days (or, in case of an emergency, within such shorter period as is reasonable under the circumstances) after
receipt of a written certification of a Servicing Officer, the Trustee shall execute and deliver to the Master Servicer (with
respect to Performing Loans) and the Special Servicer (with respect to Specially Serviced Loans and REO Loans) any court pleadings,
requests for a trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys, necessary to
the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against
any Borrower on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided
by the Mortgage Note or Mortgage or otherwise available at law or in equity. Each such certification shall include a request that
such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required,
that the proposed action is consistent with the Servicing Standard and that the execution and delivery thereof by the Trustee
will not invalidate or otherwise affect the lien of


 






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the
Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.


 


With
respect to each Servicing Shift Whole Loan, on and after the related Servicing Shift Securitization Date, if pursuant to the related
Intercreditor Agreement and the related Other Pooling and Servicing Agreement, and as appropriate for enforcing the terms of such
Servicing Shift Whole Loan, as applicable, the related Other Servicer requests in writing delivery to it of the original Note,
then the Custodian shall release or cause the release of such original Note to the related Other Servicer or its designee.


 


Section
3.12 Servicing Fees, Certificate Administrator/Trustee Fees and Special Servicing Compensation. (a) As compensation
for its activities hereunder, the Master Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan and
Serviced Companion Loan. The Master Servicer’s rights to the Servicing Fee may not be transferred in whole or in part except
in connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement or
as provided in the second succeeding paragraph with respect to the Excess Servicing Fee.


 


In
addition, the Master Servicer shall be entitled to receive, as additional Servicing Compensation, to the extent not prohibited
by applicable law and the related Loan Documents and any related Intercreditor Agreement, (i) all investment income earned on
amounts on deposit in the Collection Account (and with respect to each Serviced Whole Loan, the related Serviced Whole Loan Collection
Account) and certain Reserve Accounts (to the extent consistent with the related Loan Documents); (ii) any Net Default Interest
and any other Penalty Charges collected by the Master Servicer or the Special Servicer during a Collection Period accrued on any
Performing Loan (and the related Serviced Companion Loan, if applicable), in each case, remaining after application thereof during
such Collection Period to pay the Advance Interest Amount relating to such Performing Loan and to pay or reimburse the Trust for
any unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees and Liquidation Fees) relating
to such Performing Loan incurred during or prior to such Collection Period, and, in the case of the Serviced Whole Loans, to the
extent allocated to the related Mortgage Loan in the related Intercreditor Agreement and as further described in Section 3.12(d);
(iii) any amounts collected for checks returned for insufficient funds (with respect to any Performing Loan or Specially Serviced
Loan); and (iv) 100% of any Modification Fees and consent fees (or similar fees) related to any consents, modifications, waivers,
extensions or amendments of any Serviced Mortgage Loans (and any related Serviced Companion Loan) that are non-Specially Serviced
Loans that do not involve a Special Servicer Major Decision, 50% of any Modification Fees and consent fees (or similar fees) related
to any consents, modifications, waivers, extensions or amendments of any Serviced Mortgage Loans (and any related Serviced Companion
Loan) that are non-Specially Serviced Loans that involve one or more Special Servicer Major Decisions (whether or not processed
by the Special Servicer), 100% of any defeasance fees (provided that for the avoidance of doubt, any such defeasance fee shall
not include the Special Servicer’s portion of any Modification Fees or waiver fees in connection with a defeasance that
the Special Servicer is entitled to under this Agreement), 100% of Assumption Fees with respect to Serviced Mortgage Loans (and
any related Serviced Companion
Loan) that do not involve a Special Servicer Major Decision, 50% of Assumption Fees with respect to Serviced Mortgage Loans (and
any related Serviced 


 






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Companion Loan) that involve one or more Special Servicer Major Decisions (whether or not processed by the
Special Servicer), 100% of beneficiary statement charges to the extent such beneficiary statements are prepared by the Master
Servicer (but not including Prepayment Premiums or Yield Maintenance Charges), 100% of assumption application fees with respect
to Serviced Mortgage Loans (and any related Serviced Companion Loan) for which the Master Servicer is processing the underlying
assumption-related transaction (whether or not the consent of the Special Servicer is required), and 0% of assumption application
fees with respect to Specially Serviced Loans, in each case to the extent received and not required to be deposited or retained
in the Collection Account (or Serviced Whole Loan Collection Account), in each case pursuant to Section 3.05 of this Agreement.
The Master Servicer shall also be entitled pursuant to, and to the extent provided in, Section 3.06(a)(viii) or 3.07(b)
of this Agreement, as applicable, to withdraw from the Collection Account and to receive from any Borrower Accounts (to the
extent not payable to the related Borrower under the Mortgage Loan or applicable law), Net Prepayment Interest Excess, if any,
that accrue on the Mortgage Loans that it is servicing and any interest or other income earned on deposits therein. In addition,
the Master Servicer shall be entitled to the portion of Net Default Interest and any late payment fees or penalty charges collected
by the Other Servicer servicing a Non-Serviced Mortgage Loan that are allocated to such Non-Serviced Mortgage Loan remaining after
application thereof to reimburse interest on related P&I Advances and to reimburse the Trust for certain expenses of the Trust,
if applicable, as provided in this Agreement. Except as specified in the preceding sentence and except with respect to clause
(i) in this paragraph, the Master Servicer will not be entitled to the compensation set forth in clauses (iii) and (iv) in this
paragraph with respect to a Non-Serviced Mortgage Loan.


 


Notwithstanding
anything to the contrary, the Master Servicer and the Special Servicer will each be entitled to charge the related Borrower reasonable
review fees in connection with any borrower request to the extent such fees are not prohibited under the related Loan Documents
and are actually paid by or on behalf of the related Borrower.


 


With
respect to any of the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion
thereof, the Master Servicer and the Special Servicer shall each have the right, in their sole discretion, but not any obligation,
to reduce or elect not to charge its respective portion of such fee; provided that (A) neither the Master Servicer nor the Special
Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent
either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion
in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to
share in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee, the Special
Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been
entitled if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by
the Special Servicer.


 


The
Master Servicer and any successor holder of the Excess Servicing Fee Rights that relate to the Mortgage Loans (and any successor
REO Loans with respect to such Mortgage Loans) shall be entitled, at any time, at its own expense, to transfer, sell, pledge or
otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any


 






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Qualified
Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided that no such transfer, sale, pledge
or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or
qualification requirements of the Act and any applicable state securities laws and is otherwise made in accordance with the Act
and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially
in the form attached as Exhibit AA-1 hereto and (iii) the prospective transferee shall have delivered to the Master Servicer
and the Depositor a certificate substantially in the form attached as Exhibit AA-2 hereto. None of the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Certificate Registrar is obligated
to register or qualify an Excess Servicing Fee Right under the Act or any other securities law or to take any action not otherwise
required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration
or qualification. The Master Servicer and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge
or other assignment of such Excess Servicing Fee Right shall, and the Master Servicer hereby agrees, and each such holder of an
Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection
with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust,
the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Master Servicer, the Certificate Registrar, the
Operating Advisor, the Asset Representations Reviewer and the Special Servicer against any liability that may result if such transfer
is not exempt from registration and/or qualification under the Act or other applicable federal and state securities laws or is
not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its
acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such information
in any manner that could result in a violation of any provision of the Act or other applicable securities laws or that would require
registration of such Excess Servicing Fee Right or any Certificate pursuant to the Act. From time to time following any transfer,
sale, pledge or assignment of an Excess Servicing Fee Right, the Master Servicer with respect to the related Mortgage Loan or
successor REO Loan with respect thereto to which the Excess Servicing Fee Right relates, shall pay, out of each amount paid to
the Master Servicer as Servicing Fee with respect to such Mortgage Loan or REO Loan, as the case may be, the related Excess Servicing
Fees to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such Servicing Fee to the
Master Servicer, in each case in accordance with payment instructions provided by such holder in writing to the Master Servicer.
The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding
sentences of this paragraph. None of the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Asset
Representations Reviewer, the Depositor, the Special Servicer or the Trustee shall have any obligation whatsoever regarding payment
of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right.


 


As
compensation for its activities hereunder on each Distribution Date, the Certificate Administrator shall be entitled with respect
to each Mortgage Loan to its portion of the Certificate Administrator/Trustee Fee, which shall be payable from amounts on deposit
in the Lower-Tier Distribution Account. The Certificate Administrator shall pay the Trustee the Trustee’s portion of the
Certificate Administrator/Trustee Fee. The Certificate Administrator’s rights to the Certificate Administrator/Trustee Fee
may not be transferred in whole or in part


 






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except
in connection with the transfer of all of its responsibilities and obligations under this Agreement.


 


Except
as otherwise provided herein, the Master Servicer shall pay all of its overhead expenses incurred by it in connection with its
servicing activities hereunder, including all fees of any sub-servicers retained by it (but excluding Mortgage Loan Seller Sub-Servicers).
Except as otherwise provided herein, the Trustee and the Certificate Administrator shall each pay all expenses incurred by it
in connection with its activities hereunder.


 


(b)           As
compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced Loan
and Serviced REO Loan to the Special Servicing Compensation, which shall be payable from amounts on deposit in the Collection
Account or the Serviced Whole Loan Collection Account, as applicable, as set forth in Section 3.06 of this Agreement. The
Special Servicer’s rights to the Special Servicing Fee may not be transferred in whole or in part except in connection with
the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. In addition, the Special
Servicer shall be entitled to receive, as Special Servicing Compensation, to the extent permitted by applicable law and the related
Loan Documents, (i) any Net Default Interest and any other Penalty Charges collected by the Master Servicer or the Special Servicer
during a Collection Period accrued on any Specially Serviced Loan remaining after application thereof during such Collection Period
(and in the case of the Serviced Whole Loans, as set forth in and subject to the terms of the related Intercreditor Agreement
and Section 3.12(d) herein) to pay the Advance Interest Amount relating to such Specially Serviced Loan and any unreimbursed
Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees and Liquidation Fees) incurred during or prior
to such Collection Period on such related Specially Serviced Loan (but not nonsufficient funds check fees and the like, which
shall be paid to the Master Servicer) as further described below in this subsection (b); (ii) 100% of any Modification Fees and
consent fees (or similar fees) related to any Specially Serviced Loan or Serviced REO Loan; (iii) 50% of any Modification Fees
and consent fees (or similar fees) related to any consents, modifications, waivers, extensions or amendments of any Mortgage Loans
(and the related Serviced Companion Loans) that are non-Specially Serviced Loans that involve one or more Special Servicer Major
Decisions (whether or not processed by the Special Servicer); (iv) 100% of Assumption Fees on any Specially Serviced Loan or Serviced
REO Loan; (v) 50% of Assumption Fees and consent fees with respect to Serviced Mortgage Loans (and any related Serviced Companion
Loan) that involve one or more Special Servicer Major Decisions (whether or not processed by the Special Servicer); (vi) any interest
or other income earned on deposits in the REO Accounts; (vii) 100% of assumption application fees received with respect to Serviced
Mortgage Loans (and any related Serviced Companion Loan) that are Performing Loans for which the Special Servicer is processing
the underlying assumption-related transaction and 100% of assumption application fees received with respect to Specially Serviced
Loans; and (viii) 100% of beneficiary statement charges to the extent such beneficiary statements are prepared by the special
servicer (but not including Prepayment Premiums or Yield Maintenance Charges).


 


Notwithstanding
anything to the contrary, the Master Servicer and the Special Servicer will each be entitled to charge the related Borrower reasonable
review fees in connection with any borrower request.


 






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With
respect to any of the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion
thereof, the Master Servicer and the Special Servicer shall each have the right, in their sole discretion, but not any obligation,
to reduce or elect not to charge its respective portion of such fee; provided that (A) neither the Master Servicer nor the Special
Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent
either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion
in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to
share in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee, the Special
Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been
entitled if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by
the Special Servicer.


 


Except
as otherwise provided herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities
hereunder, including all fees of any sub-servicers retained by it.


 


In
addition, the Special Servicer shall be entitled to the portion of Net Default Interest and any other Penalty Charges collected
by the Other Special Servicer servicing the related Non-Serviced Mortgage Loan and that are allocated to such Non-Serviced Mortgage
Loan remaining after application thereof during such Collection Period to pay the Advance Interest Amount relating to such Non-Serviced
Mortgage Loan and any unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees and Liquidation
Fees) incurred during or prior to such Collection Period on such related Non-Serviced Mortgage Loan (but not nonsufficient funds
check fees and similar fees, which shall be paid to the Master Servicer) as provided in this Agreement. Except as specified in
the preceding sentence, the Special Servicer will not be entitled to the compensation set forth in this Section 3.12(b)
with respect to a Non-Serviced Mortgage Loan.


 


(c)           In
addition, a Workout Fee will be payable to the Special Servicer with respect to each Serviced Mortgage Loan and any related Serviced
Companion Loan that ceases to be a Specially Serviced Loan pursuant to the definition thereof. As to each such Mortgage Loan or
Serviced Whole Loan, the Workout Fee will be payable out of each collection of interest and principal (including scheduled payments,
prepayments, Balloon Payments and payments at maturity) received on such Mortgage Loan or Serviced Whole Loan for so long as it
remains a Corrected Mortgage Loan. The Workout Fee with respect to any such Mortgage Loan or Serviced Whole Loan will cease to
be payable if such loan again becomes a Specially Serviced Loan or if the related Mortgaged Property becomes a Serviced REO Property;
provided that a new Workout Fee will become payable if and when such Mortgage Loan or Serviced Whole Loans again ceases
to be a Specially Serviced Loan. If the Special Servicer is terminated (other than for cause) or resigns with respect to any or
all of its servicing duties, it shall retain the right to receive any and all Workout Fees payable with respect to the Mortgage
Loans that cease to be a Specially Serviced Loan during the period that it had responsibility for servicing such Specially Serviced
Loan (or for any Specially Serviced Loan that had not yet become a Corrected Mortgage Loan because as of the time that the Special
Servicer is terminated the borrower has not made three consecutive monthly debt service payments and subsequently the Specially


 






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Serviced
Loan becomes a Corrected Mortgage Loan) at the time of such termination or resignation (and the successor Special Servicer shall
not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such loan ceases to be payable
in accordance with the preceding sentence.


 


A
Liquidation Fee will be payable to the Special Servicer, except as described below, with respect to (i) each Mortgage Loan repurchased
by a Mortgage Loan Seller after the Initial Resolution Period (and giving effect to any Resolution Extension Period) in accordance
with Section 2.03(e) of this Agreement, (ii) each Specially Serviced Loan as to which the Special Servicer obtains a full,
partial or discounted payoff from the related Borrower, (iii) any Specially Serviced Loan or Serviced REO Property as to which
the Special Servicer recovered any Liquidation Proceeds and (iv) each Defaulted Loan that is a Non-Serviced Mortgage Loan sold
by the Special Servicer in accordance with the proviso in Section 3.16(b) of this Agreement as to which the Special Servicer
recovered any Liquidation Proceeds; provided, however, for clarification, in the case of clause (iv), should the Non-Serviced
Mortgage Loan be sold by the Other Special Servicer, then the Liquidation Fee shall be paid to such Other Special Servicer. As
to each such Mortgage Loan repurchased by a Mortgage Loan Seller after the Initial Resolution Period (and giving effect to any
Resolution Extension Period) in accordance with Section 2.03(e) of this Agreement or Specially Serviced Loan and Serviced
REO Property, the Liquidation Fee will be payable from the related payment or proceeds. Notwithstanding anything to the contrary
described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds to the extent set forth in the definition
of “Liquidation Fee” herein. With respect to any future mezzanine debt, to the extent not prohibited by the Loan Documents,
the Master Servicer or Special Servicer, as applicable, shall require that the related mezzanine intercreditor agreement provide
that if a Mortgage Loan is purchased by the related mezzanine lender on a date that is more than 90 days following the date that
the related option first becomes exercisable, such mezzanine lender shall be required to pay a Liquidation Fee equal to the amount
that the Special Servicer would otherwise be entitled to under this Agreement with respect to a liquidation of such Mortgage Loan
(provided, that such Liquidation Fee shall in all circumstances be payable by the related mezzanine lender and shall not,
under any circumstances, be payable out of the Trust unless the Master Servicer fails to require the related mezzanine intercreditor
agreement to require the mezzanine lender to pay such amounts in breach of its obligation to do so under this paragraph). If Liquidation
Proceeds are received with respect to any Specially Serviced Loan as to which the Special Servicer is properly entitled to a Workout
Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds that constitute principal and/or
interest. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation
Fee or a Workout Fee, but not both, with respect to Liquidation Proceeds received on any Mortgage Loan or any Specially Serviced
Loan. If (i) the Special Servicer resigns or has been terminated, and (ii) either prior or subsequent to such resignation or termination,
either (A) a Specially Serviced Loan was liquidated or modified pursuant to an action plan submitted by the initial Special Servicer
and approved (or deemed approved) by the Directing Holder or the Special Servicer has determined to grant a forbearance, or (B)
a Specially Serviced Loan being monitored by the Special Servicer subsequently became a Corrected Mortgage Loan, then in either
such event the Special Servicer shall be paid the related Workout Fee or Liquidation Fee, as applicable.


 






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The
total amount of Workout Fees and Liquidation Fees that are payable by the Trust with respect to each Mortgage Loan, Serviced Whole
Loan or Serviced REO Loan through the period such Mortgage Loan is an asset of the Trust shall be subject to an aggregate cap
of $1,000,000. For the purposes of determining whether any such cap has been reached with respect to a Special Servicer and a
Mortgage Loan, Serviced Whole Loan or Serviced REO Loan, only the Workout Fees and Liquidation Fees paid to such Special Servicer
with respect to such Mortgage Loan, Serviced Whole Loan or Serviced REO Loan shall be taken into account, and any Workout Fees
or Liquidation Fees for any other Mortgage Loans, Serviced Whole Loans or Serviced REO Loans shall not be taken into account (and
any Workout Fees or Liquidation Fees paid to a predecessor or successor special servicer or Other Special Servicer shall also
not be taken into account).


 


The
Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, any amounts, other than management fees in respect of REO Properties, due and owing
to any of its sub-servicers, any amounts due and owing to any of its Affiliates, and the premiums for any blanket insurance policy
obtained by it insuring against hazard losses pursuant to Section 3.08 of this Agreement, except to the extent such premiums
are reimbursable pursuant to Section 3.08 of this Agreement), if and to the extent such expenses are not expressly payable
directly out of the Collection Account or if a Serviced Whole Loan is involved, the applicable Serviced Whole Loan Collection
Account or the applicable REO Account or as a Servicing Advance, and the Special Servicer shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.


 


The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Borrower, any Manager, any guarantor or indemnitor in respect of
a Mortgage Loan or Serviced Whole Loan and any purchaser of any Mortgage Loan, Serviced Companion Loan or REO Property) in connection
with the disposition, workout or foreclosure of any Mortgage Loan or Serviced Whole Loan, the management or disposition of any
REO Property, or the performance of any other special servicing duties under this Agreement, other than as expressly provided
in this Section 3.12; provided that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(d)           In
determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on any
Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan or, unless prohibited by the related Intercreditor
Agreement to be so applied, any Serviced Companion Loan, during the related Collection Period shall be applied (as between Default
Interest and late payment charges, in the priority set forth in the definition of “Advance Interest Amount”)
to reimburse (i) the Master Servicer or the Trustee for interest on Advances at the Reimbursement Rate with respect to such Mortgage
Loan that accrued in the period that such Penalty Charges were collected and advance interest to any related Serviced Companion
Loan Service Provider for any debt service advance made by such party with respect to any related Serviced Companion Loan that
accrued in the period that such Penalty Charges were collected, (ii) the Trust Fund for all interest on Advances with respect
to such Mortgage Loan or Serviced Whole Loan previously paid to the Master


 






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Servicer,
the Trustee or to any Serviced Companion Loan Service Provider pursuant to Section 3.06(a)(vi) or Section 3.06(b)(vi)
of this Agreement and (iii) the Trust Fund for any Additional Trust Fund Expenses (including Special Servicing Fees, Workout
Fees and Liquidation Fees) with respect to such Mortgage Loan or Serviced Whole Loan paid in the Collection Period that such Penalty
Charges were collected and not previously paid out of Penalty Charges, and any Penalty Charges remaining thereafter shall be distributed
pro rata to the Master Servicer and the Special Servicer based upon the amount of Penalty Charges the Master Servicer or
the Special Servicer would otherwise have been entitled to receive during such period with respect to such Mortgage Loan without
any such application. Except as set forth in this Agreement, the Special Servicer shall not be entitled to any Special Servicing
Fees, Workout Fees or Liquidation Fees with respect to any Non-Serviced Mortgage Loan or any related REO Property. For the avoidance
of doubt, the portion of Penalty Charges allocated to a Mortgage Loan that is part of a Non-Serviced Whole Loan (in accordance
with the applicable Intercreditor Agreement and, if applicable, the Other Pooling and Servicing Agreement) shall be allocated
in accordance with clauses (i), (ii) and (iii) above (except that, Advances in clauses (i) and (ii) shall mean P&I Advances).


 


If
a Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Securitization Date, the
Special Servicer shall service and administer such Servicing Shift Whole Loan and any related REO Property in the same manner
as any other Specially Serviced Loan or Serviced REO Property and shall be entitled to all rights and compensation earned with
respect to such Serviced Whole Loan as Special Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage
Loan, prior to the applicable Servicing Shift Securitization Date, no other special servicer will be entitled to any such compensation
or have such rights and obligations. If a Servicing Shift Whole Loan is still a Specially Serviced Loan on the applicable Servicing
Shift Securitization Date, the Other Special Servicer and the Special Servicer shall be entitled to compensation with respect
to such Servicing Shift Whole Loan as if the Special Servicer were being terminated as the Special Servicer with respect to such
Servicing Shift Whole Loan and the Other Special Servicer were replacing the Special Servicer as the successor Special Servicer
with respect to such Servicing Shift Whole Loan.


 


If
a Servicing Shift Whole Loan is being specially serviced on the applicable Servicing Shift Securitization Date, the Special Servicer
shall be entitled to compensation for the period during which it acted as Special Servicer with respect to such Whole Loan, including
its share of any liquidation or workout fees and any additional servicing compensation as well as all surviving indemnity and
other rights in respect of such special servicing role under this Agreement.


 


(e)           The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to reimbursement from the
Trust Fund (and, prior to recovery from the Trust Fund, in the case of any Serviced Whole Loans, subject to the related Intercreditor
Agreement, first, from the related Subordinate Companion Loan up to the full principal balance thereof, if any, and second,
to the extent any such costs and expenses remain unreimbursed, from the related Mortgage Loan and the Collection Account, or in
the case of a Serviced Whole Loan with a Serviced Pari Passu Companion Loan, first, out of the related Serviced Whole Loan
Collection Account from collections on the related Serviced Pari Passu Companion Loan and the


 






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related
Mortgage Loan on a pro rata basis by principal balance, and second, to the extent any such costs and expenses remain
unreimbursed, out of the Collection Account) for the costs and expenses incurred by them in the performance of their duties under
this Agreement which are “unanticipated expenses incurred by the REMIC” within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(iii). Such expenses shall include, by way of example and not by way of limitation, environmental assessments,
Updated Appraisals and appraisals in connection with foreclosure, the fees and expenses of any administrative or judicial proceeding
and expenses expressly identified as reimbursable in Section 3.06(a)(xv) of this Agreement. All such costs and expenses
shall be treated as costs and expenses of the Lower-Tier REMIC and the related Serviced Whole Loan, if applicable.


 


(f)            No
provision of this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator or the Trustee to expend or risk their own funds or otherwise
incur any financial liability in the performance of any of their duties hereunder or thereunder, or in the exercise of any of
their rights or powers, if, in the good faith business judgment of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as the case may be, repayment of such funds
would not be ultimately recoverable from late payments, Net Insurance Proceeds, Net Liquidation Proceeds and other collections
on or in respect of the Mortgage Loans, or from adequate indemnity from other assets comprising the Trust Fund against such risk
or liability.


 


If
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or the Trustee receives a request or inquiry from a Borrower, any Certificateholder or any other Person the response to which
would, in the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Operating Advisor’s,
the Asset Representations Reviewer’s or the Trustee’s good faith business judgment require the assistance of Independent
legal counsel or other consultant to the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or the Trustee, the cost of which would not be an expense of the Trust Fund or any Serviced
Companion Loan Noteholder hereunder, then the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or the Trustee, as the case may be, shall not be required to take any action in response
to such request or inquiry unless such Borrower, such Certificateholder, or such other Person, as applicable, makes arrangements
for the payment of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Operating
Advisor’s, the Asset Representations Reviewer’s or the Trustee’s reasonable expenses associated with such counsel
(including, without limitation, posting an advance payment for such expenses) satisfactory to the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee, as the case
may be, in its sole discretion. Unless such arrangements have been made, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee, as the case may be, shall have no liability
to any Person for the failure to respond to such request or inquiry.


 


Section
3.13 Reports to the Certificate Administrator; Collection Account Statements. (a) The Master Servicer shall deliver
to the Certificate Administrator no later than


 






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3:00
p.m. (New York City time) one Business Day prior to the Master Servicer Remittance Date prior to each Distribution Date (beginning
August 2018), the CREFC® Appraisal Reduction Template, if any for such Distribution Date and the CREFC®
Loan Periodic Update File with respect to all of the Mortgage Loans that it is servicing for the related Distribution Date
(which shall include, without limitation, the amount of Available Funds allocable to the Mortgage Loans) including information
therein that states the anticipated P&I Advances for the related Distribution Date. The Master Servicer’s responsibilities
under this Section 3.13(a) with respect to Serviced REO Loans shall be subject to the satisfaction of the Special Servicer’s
obligations under Section 3.23 of this Agreement. The Master Servicer shall (no later than the applicable Serviced Whole
Loan Remittance Date) make available to each Serviced Companion Loan Noteholder with respect to the related Whole Loan or, if
such Serviced Companion Loan is securitized, the respective Other Servicer and Other Trustee, the CREFC® Investor
Reporting Package (CREFC® IRP) (excluding any templates) pursuant to the terms of this Agreement on a monthly basis.


 


Not
later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning August 2018, the Master Servicer shall
deliver to the Certificate Administrator the CREFC® Schedule AL File in EDGAR-Compatible Format and Excel format; provided,
that the Master Servicer shall have no obligation to prepare or deliver any such CREFC® Schedule AL File unless the Depositor
has delivered the items required by Section 2.01(f); and provided, further, that, if the Master Servicer has not received the
items required pursuant to Section 2.01(f) from the Depositor prior to the time it would need such items in order for the Master
Servicer to prepare the CREFC® Schedule AL File with respect to the first Distribution Date, the Master Servicer shall request
such items from the Depositor, including by email to the email addresses for the Depositor set forth in Section 12.05. If the
CREFC® Schedule AL File is not provided by the date specified in the immediately preceding sentence, the Certificate Administrator
shall request such CREFC® Schedule AL File from the Master Servicer via email at ssreports@wellsfargo.com, with a copy to
the Depositor to the email addresses for the Depositor set forth in Section 12.05. In preparing the CREFC® Schedule AL File
and any Schedule AL Additional File for any given Distribution Date, and without any due diligence, investigation or verification,
the Master Servicer shall be entitled to conclusively rely, absent manifest error, on the content, completeness, accuracy and
compliance with any applicable requirements of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation S-K under
the Securities Act as in effect on the Closing Date of the Initial Schedule AL File, Initial Schedule AL Additional File and the
Annex A-1 to the Prospectus. The Master Servicer may concurrently with the delivery of the related CREFC® Schedule AL File,
deliver any related Schedule AL Additional File in EDGAR-Compatible Format to the Certificate Administrator. The CREFC® Schedule
AL File and the Schedule AL Additional File shall each be a single file. Neither the Certificate Administrator nor the Master
Servicer shall be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files, unless, solely with
respect to the Master Servicer, multiple Sub-Servicers prepare and submit such CREFC® Schedule AL Files or Schedule AL Additional
Files to the Master Servicer. The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify
the content, completeness or accuracy of the information contained in any CREFC® Schedule AL File or any Schedule AL Additional
File.


 






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In
the absence of manifest error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry,
any information and reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively
rely upon the Master Servicer’s reports and any information provided by the Trustee, without any duty or obligation to recompute,
verify or recalculate any of the amounts and other information stated therein.


 


(b)           For
so long as the Master Servicer makes deposits into or credits to and withdrawals or debits from the Collection Account or any
Serviced Whole Loan Collection Account, not later than 15 days after each Distribution Date, the Master Servicer shall forward
to the Certificate Administrator and, upon request (but not more frequently than once per month), each Serviced Companion Loan
Noteholder with respect to the related Whole Loan and related Serviced Whole Loan Collection Account (or, if such Serviced Companion
Loan is securitized, the respective Other Servicer and Other Trustee) a statement prepared by the Master Servicer setting forth
the status of each of the Collection Account and each Serviced Whole Loan Collection Account as of the close of business on the
last Business Day of the prior Collection Period and showing the aggregate amount of deposits into and withdrawals from the Collection
Account and each Serviced Whole Loan Collection Account of each category of deposit (or credit) specified in Section 3.05
of this Agreement and each category of withdrawal (or debit) specified in Section 3.06 of this Agreement for the related
Collection Period, in each case for the Mortgage Loans (including the Non-Serviced Mortgage Loans). The Trustee and the Certificate
Administrator and its agents and attorneys may at any time during normal business hours, upon reasonable notice, inspect and copy
the books, records and accounts of the Master Servicer solely relating to the Mortgage Loans and the performance of its duties
hereunder.


 


(c)           Beginning
in August 2018, no later than 4:00 p.m. (New York City time) on each Master Servicer Remittance Date, the Master Servicer shall
deliver or cause to be delivered to the Certificate Administrator (who shall promptly post such reports to the Certificate Administrator’s
Website pursuant to Section 4.02(b)(iii)(B) of this Agreement), the Serviced Companion Loan Noteholders and the Operating
Advisor the following reports (in electronic form) with respect to the Mortgage Loans that it is servicing (and, if applicable,
the related REO Properties), providing the required information as of the immediately preceding Determination Date: (i) to the
extent the Master Servicer has received the most recent CREFC® Special Servicer Loan File from the Special Servicer
at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical Loan
Modification and Corrected Mortgage Loan Report, the CREFC® Loan Setup File (with respect to the first Distribution
Date) and CREFC® REO Status Report received from such Special Servicer, (ii) the most recent CREFC®
Property File, CREFC® Financial File, CREFC® Comparative Financial Status Report and the CREFC®
Loan Level Reserve/LOC Report (in each case incorporating the data required to be included in the CREFC®
Special Servicer Loan File), (iii) the CREFC® Servicer Watch List with information that is current as of such Determination
Date and (iv) the CREFC® Advance Recovery Report.


 


The
information that pertains to Specially Serviced Loans and REO Properties reflected in such reports shall be based solely upon
the reports delivered by the Special Servicer to the Master Servicer (other than information as to which the Master Servicer has
the primary responsibility to generate) no later than the related Determination Date in the form required by


 






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Section
3.13(g) of this Agreement or shall be provided by means of such reports so delivered by the Special Servicer to the Master
Servicer in the form so required. In the absence of manifest error, the Master Servicer shall be entitled to conclusively rely
upon, without investigation or inquiry, the information and reports delivered to it by the Special Servicer, and the Certificate
Administrator shall be entitled to conclusively rely upon the Master Servicer’s reports and the Special Servicer’s
reports and any information provided by the Certificate Administrator or the Trustee without any duty or obligation to recompute,
verify or recalculate any of the amounts and other information stated therein.


 


(d)           The
Master Servicer shall deliver or cause to be delivered to the Trustee, the Certificate Administrator, the Serviced Companion Loan
Noteholders, the Underwriters, the Initial Purchasers and the Operating Advisor the following materials, in each case to the extent
that such materials or the information on which they are based have been received by the Master Servicer with respect to the Mortgage
Loans that the Master Servicer is servicing:


 


(i)            Within
30 days after receipt of any quarterly operating statement, if any, commencing within 30 days of receipt of such quarterly operating
statement for the quarter ending September 30, 2018, with respect to each Serviced Mortgage Loan, Specially Serviced Loan and
Serviced REO Loan (to the extent prepared by and received from the Special Servicer (in written format or in electronic media)
in the case of any Specially Serviced Loan or Serviced REO Loan) (and the Borrower provides sufficient information to report pursuant
to CREFC® guidelines), a CREFC® Operating Statement Analysis Report for the related Mortgaged Property
or Serviced REO Property as of the end of the preceding calendar quarter, together with, upon request, copies of the related operating
statements and rent rolls (but only to the extent the related Borrower is required by the Mortgage to deliver, or otherwise agrees
to provide such information and, with respect to operating statements and rent rolls for Specially Serviced Loans and REO Properties,
only to the extent received by the Special Servicer); provided that, to the extent the annual CREFC® Operating Statement
Analysis Report is delivered as described under clause (b) below, then such delivery shall satisfy the requirement under this
clause (a) to deliver a quarterly CREFC® Operating Statement Analysis Report for the quarter ending June 30 of each year,
commencing in 2019. The Master Servicer (or the Special Servicer in the case of Specially Serviced Loans and Serviced REO Properties)
shall use commercially reasonable efforts to obtain said quarterly and other periodic operating statements and related rent rolls,
which efforts shall include a letter sent to the related Borrower (except with respect to any Non-Serviced Mortgage Loan) (followed
up with telephone calls), requesting such quarterly and other periodic operating statements and related rent rolls until they
are received to the extent such action is consistent with applicable law and the terms of the related Loan Documents; provided,
however, that any analysis or update with respect to the first calendar quarter of each year shall not be required to the
extent such analysis or update is not required to be provided under the then current applicable CREFC® guidelines.
The Master Servicer shall deliver, upon request of any Rating Agency, copies of any of the foregoing items so collected thereby
to the 17g-5 Information Provider (who shall promptly post such items to the 17g-5 Information Provider’s Website pursuant
to Section 3.14(d)).


 






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(ii)           At
least annually, on or before June 30 of each year, beginning with June 30, 2019, with respect to each Serviced Mortgage Loan,
Specially Serviced Loan and Serviced REO Loan (to the extent prepared by and received from the Special Servicer (in written format
or in electronic media) in the case of any Specially Serviced Loan or Serviced REO Loan), a CREFC® Operating Statement
Analysis Report for the related Mortgaged Property or Serviced REO Property as of the end of the preceding calendar year (initially,
year-end 2018), together with, upon request, copies of the related operating statements and related rent rolls (but only to the
extent the related Borrower is required by the Mortgage to deliver, or otherwise agrees to provide such information and, with
respect to operating statements and related rent rolls for Specially Serviced Loans and REO Properties, only to the extent received
by the Special Servicer) for the current trailing 12 months, if available, or year-to-date, provided, however, that
with respect to any obligation of the Master Servicer or Special Servicer, as applicable, to provide a year end analysis or update,
such analysis or update shall not be required to the extent such analysis or update is not required to be provided under the then
current applicable CREFC® guidelines. The Master Servicer (or the Special Servicer in the case of Specially Serviced
Loans and Serviced REO Properties) shall use commercially reasonable efforts to obtain said annual and other periodic operating
statements and related rent rolls, which efforts shall include a letter sent to the related Borrower (except with respect to any
Non-Serviced Mortgage Loan) (followed up with telephone calls), requesting such annual and other periodic operating statements
and related rent rolls until they are received to the extent such action is consistent with applicable law and the terms of the
related Loan Documents. Upon receipt of such annual and other periodic operating statements (including year-to-date statements)
and related rent rolls, the Master Servicer shall promptly update the CREFC® Operating Statement Analysis Report
(commencing with the quarter ending September 30, 2018(to the extent that the related Borrower provides sufficient information
to report pursuant to CREFC® guidelines)). The Master Servicer shall deliver, upon request of any Rating Agency,
copies of any of the foregoing items so collected thereby to the 17g-5 Information Provider (who shall promptly post such items
to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)).


 


(iii)          Within
30 days after receipt by the Master Servicer (or within 60 days of receipt by the Special Servicer in the case of a Specially
Serviced Loan or Serviced REO Property) of any annual year-end operating statements and related rent rolls with respect to any
Mortgaged Property (except with respect to any Non-Serviced Mortgage Loan) or Serviced REO Property (to the extent prepared by
and received from the Special Servicer in the case of any Specially Serviced Loan or Serviced REO Property), commencing within
30 or 60 days, as applicable, of receipt of such statements for year-end 2018, a CREFC® NOI Adjustment Worksheet
for such Mortgaged Property (with the annual year-end operating statements attached thereto as an exhibit). The Master Servicer
will use the “Normalized” column from the CREFC® NOI Adjustment Worksheet to update the full year-end
data on any CREFC® Operating Statement Analysis Report and will use any operating statements received with respect
to any Mortgaged Property (other than any Mortgaged Property which is a Serviced REO Property or constitutes security for a Specially
Serviced Loan or a Non-Serviced Mortgage Loan) to update the CREFC® Operating Statement Analysis Report for such
Mortgaged Property; provided, however, that any analysis or update with respect to the year-end or first quarter
of each year shall


 






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not
be required to the extent such analysis or update is not required to be provided under the then current applicable CREFC®
guidelines.


 


Notwithstanding
anything to the contrary in this Agreement, the Master Servicer, upon request by a Rating Agency, shall forward such items to
the 17g-5 Information Provider (who shall promptly post such items to the 17g-5 Information Provider’s Website pursuant
to Section 3.14(d) of this Agreement).


 


The
Master Servicer shall maintain one CREFC® Operating Statement Analysis Report for each Mortgaged Property (and
shall not be required to maintain any such report for a Mortgaged Property securing a Non-Serviced Mortgage Loan) and Serviced
REO Property (to the extent prepared by and received from the Special Servicer in the case of any Serviced REO Property or any
Mortgaged Property constituting security for a Specially Serviced Loan) relating to a Mortgage Loan that it is servicing. The
CREFC® Operating Statement Analysis Report for each Mortgaged Property (other than any such Mortgaged Property
that secures a Non-Serviced Mortgage Loan or that is a Serviced REO Property or constitutes security for a Specially Serviced
Loan) is to be updated with trailing 12-month information, as available, or year-to-date information until 12-month trailing information
(commencing with the quarter ending September 30, 2018 (to the extent that the related Borrower provides sufficient information
to report pursuant to CREFC® guidelines)) is available by the Master Servicer and such updated report shall be
delivered to the Trustee, the Certificate Administrator, the Operating Advisor, the Directing Holder and any related Serviced
Companion Loan Noteholder in the calendar month following receipt by the Master Servicer of such updated trailing or year-to-date
operating statements and related rent rolls for such Mortgaged Property.


 


The
Master Servicer (with respect to Performing Loans) and the Special Servicer (with respect to Specially Serviced Loans and REO
Properties) shall deliver to the Certificate Administrator, the Operating Advisor and (solely with respect to the related Mortgaged
Property) each holder of a Serviced Companion Loan by electronic means the CREFC® Operating Statement Analysis
Report for each Mortgaged Property upon request.


 


The
Special Servicer shall pursuant to Section 3.13(h) of this Agreement, deliver to the Master Servicer the information required
of it pursuant to this Section 3.13(d) with respect to Specially Serviced Loans and Serviced REO Loans.


 


(e)           In
connection with their servicing of the Serviced Mortgage Loans and Serviced REO Properties, the Master Servicer and the Special
Servicer, as applicable, shall provide to each other and to the Trustee and the Certificate Administrator, written notice of any
event that comes to their knowledge with respect to a Mortgage Loan or Serviced REO Property that the Master Servicer or the Special
Servicer, respectively, determines, in accordance with the Servicing Standard, would have a material adverse effect on such Mortgage
Loan or Serviced REO Property, which notice shall include an explanation as to the reason for such material adverse effect.


 


(f)            The
Master Servicer or the Special Servicer, as applicable, shall make available to the Directing Holder copies of all rent rolls,
operating statements and financial statements actually provided by each Borrower, including any monthly or quarterly statements
or rent rolls, within 15 Business Days of receipt.


 






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(g)           On
or before 2:00 p.m. Central Time on each Determination Date, the Special Servicer shall deliver, or cause to be delivered, to
the Master Servicer and, upon the request of any of the Trustee, the Certificate Administrator, the Operating Advisor, the Depositor,
the Directing Holder or any Rating Agency, to such requesting party, the CREFC® Special Servicer Loan File with
respect to the Specially Serviced Loans (and, if applicable, the related Serviced REO Properties), providing the required information
as of the Determination Date (or, upon the reasonable request of any Master Servicer, data files in a form acceptable to the Master
Servicer), which CREFC® Special Servicer Loan File shall include data, to enable the Master Servicer to produce
the CREFC® Supplemental Servicer Reports. Such reports or data shall be presented in writing and in an electronic
format acceptable to the Master Servicer.


 


(h)           The
Special Servicer shall deliver or cause to be delivered to the Master Servicer and, upon the request of any of the Trustee, the
Certificate Administrator, the Operating Advisor, the Depositor, the Controlling Class or any Rating Agency, to such requesting
party, without charge, the following materials for Specially Serviced Loans or Serviced REO Properties, as applicable, in each
case to the extent that such materials or the information on which they are based have been received by the Special Servicer:


 


(i)            At
least annually, on or before June 1 of each year, commencing in 2019, with respect to each Specially Serviced Loan and Serviced
REO Loan, a CREFC® Operating Statement Analysis Report for the related Mortgaged Property or Serviced REO Property
as of the end of the preceding calendar year (initially year-end December 31, 2018) together with copies of the operating statements
and related rent rolls for the related Mortgaged Property or Serviced REO Property as of the end of the preceding calendar year
(but only to the extent the related Borrower is required by the Mortgage to deliver, or otherwise agrees to provide, such information
and, with respect to operating statements and related rent rolls for Specially Serviced Loans and Serviced REO Properties, only
to the extent requested by the Special Servicer) and for the current trailing 12 months, if available, or year-to-date. The Special
Servicer shall use its reasonable efforts to obtain said annual and other periodic operating statements and related rent rolls
with respect to each Mortgaged Property constituting security for a Specially Serviced Loan and each Serviced REO Property.


 


(ii)           Within
45 days of receipt by the Special Servicer of any annual operating statements with respect to any Mortgaged Property relating
to a Specially Serviced Loan or Serviced REO Property, a CREFC® NOI Adjustment Worksheet for such Mortgaged Property
or Serviced REO Property (with the annual operating statements attached thereto as an exhibit); provided, that, with the
consent of the Master Servicer, the Special Servicer may instead provide data files in a form acceptable to the Master Servicer.
The Special Servicer will use the “Normalized” column from the CREFC® NOI Adjustment Worksheet to update
the full year-end data on any CREFC® Operating Statement Analysis Report and will use any operating statements
received with respect to any Mortgaged Property relating to a Specially Serviced Loan or Serviced REO Property to update the CREFC®
Operating Statement Analysis Report for such Mortgaged Property.


 


Notwithstanding
anything to the contrary in this Agreement, upon request for receipt of any such items from any Rating Agency, the Special Servicer
shall forward such items


 






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to
the 17g-5 Information Provider (who shall promptly post such items to the 17g-5 Information Provider’s Website pursuant
to Section 3.14(d) of this Agreement).


 


The
Special Servicer shall maintain one CREFC® Operating Statement Analysis Report for each Mortgaged Property securing
a Specially Serviced Loan and each Serviced REO Property. The CREFC® Operating Statement Analysis Report for each
Mortgaged Property securing a Specially Serviced Loan and each Serviced REO Property is to be updated by the Special Servicer
and such updated report delivered to the Master Servicer within 45 days after receipt by the Special Servicer of updated operating
statements for each such Mortgaged Property; provided, that, the Special Servicer may instead provide data files in an
electronic form acceptable to the Special Servicer. The Special Servicer shall provide each such report to the Master Servicer
in the then applicable CREFC® format.


 


(i)            If
the Master Servicer or the Special Servicer, as applicable, is required to deliver any statement, report or information under
any provision of this Agreement (including Section 3.14), the Master Servicer or the Special Servicer, as the case may
be, may satisfy such obligation by (x) delivering such statement, report or information in a commonly used electronic format or
(y) making such statement, report or information available on the Master Servicer’s website, unless this Agreement expressly
specifies a particular method of delivery or such statement, report or information must be filed with the Commission as contemplated
in Article X; provided that all reports required to be delivered to the Certificate Administrator shall be delivered
in accordance with clause (x).


 


(j)            The
Master Servicer may, but is not required to, make any of the reports or files it delivers pursuant to this Section 3.13
available each month on the Master Servicer’s website only with the use of a password, in which case the Master Servicer
shall provide such password to (i) the other parties to this Agreement, who by their acceptance of such password shall be deemed
to have agreed not to disclose such password to any other Person and (ii) each Certificateholder and prospective Certificateholder
who requests such password, and has delivered an Investor Certification to the Trustee, the Certificate Administrator and the
Master Servicer. In connection with providing access to the Master Servicer’s website, the Master Servicer may require registration
and the acceptance of a disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which
may include, to the extent the Master Servicer deems necessary or appropriate, conditioning access on execution of an agreement
governing the availability, use and disclosure of such information, and which may provide indemnification to the Master Servicer
for any liability or damage that may arise therefrom.


 


(k)           With
respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two
Business Days following the Determination Date and the Master Servicer shall, to the extent it has received, deliver to the Certificate
Administrator, without charge and on the same day as the Master Servicer is required to deliver the CREFC® Investor
Reporting Package, an electronic report which may include html, word or excel compatible format, clean and searchable pdf. format
or such other format as mutually agreeable between the Certificate Administrator and the Special Servicer (or Master Servicer
on its behalf) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special
Servicer or any of its Affiliates during the related Collection Period; provided that no report regarding Disclosable Special
Servicer Fees shall be


 






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required
to be delivered if there are no Disclosable Special Servicer Fees for the related Collection Period.


 


Section
3.14 Access to Certain Documentation. (a) The Master Servicer and Special Servicer, as applicable, shall provide to
any Certificateholders and any Serviced Companion Loan Noteholders that are federally insured financial institutions, the Operating
Advisor (but only if an Operating Advisor Consultation Event has occurred and is continuing), the Directing Holder (but only if
no Consultation Termination Event has occurred and is continuing), the Federal Reserve Board, the FDIC and the Office of the Comptroller
of the Currency and the supervisory agents and examiners of such boards and such corporations, and any other federal or state
banking or insurance regulatory authority that may exercise authority over any Certificateholder or Serviced Companion Loan Noteholder
is subject, access to the documentation regarding the Mortgage Loans or the Whole Loans, as applicable, that it is servicing required
by applicable regulations of the Federal Reserve Board, FDIC, Office of the Comptroller of the Currency or any such federal or
state banking or regulatory authority, such access being afforded without charge but only upon reasonable written request and
during normal business hours at the offices of the Master Servicer or Special Servicer, as applicable. At the election of the
Master Servicer, the Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified
above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the
Certificate Administrator shall be permitted to require payment (other than from the Directing Holder and the Trustee and the
Certificate Administrator on its own behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient to cover
the reasonable out-of-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding
sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices
of the Certificate Administrator or the Custodian. In addition, upon reasonable prior written notice to the Master Servicer or
the Special Servicer, as the case may be, the Trustee, the Certificate Administrator, the Operating Advisor, the Depositor or
their accountants or other representatives shall have reasonable access to review the documents, correspondence and records in
the possession of the Master Servicer or the Special Servicer, as the case may be, as they relate to a Mortgaged Property and
any Serviced REO Property during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case
may be. Nothing in this Section 3.14 shall detract from the obligation of the Master Servicer and Special Servicer to observe
any applicable law prohibiting disclosure of information with respect to the Borrowers, and the failure of the Master Servicer
and Special Servicer to provide access as provided in this Section 3.14 as a result of such obligation shall not constitute
a breach of this Section 3.14.


 


(b)           In
connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, Serviced
Companion Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion
Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced
Companion Loan Noteholder (to the extent permitted in the related Intercreditor Agreement) of a sum sufficient to cover the reasonable
costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for
space; provided that no charge may be made if such information or access was required to be given or made available under
applicable law. In


 






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connection
with providing Certificateholders or Serviced Companion Loan Noteholders access to the information described in the preceding
paragraph the Master Servicer and the Special Servicer, as applicable, may require (prior to affording such access) a written
confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer
or the Special Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial
holder of Book-Entry Certificates or Serviced Companion Loan Noteholder or a regulator or governmental body and will keep such
information confidential.


 


(c)           Upon
the reasonable request of (1) any Certificateholder identified to the Master Servicer to the Master Servicer’s reasonable
satisfaction (or, with respect to any Serviced Companion Loan, the request of any Serviced Companion Loan Noteholder), the Master
Servicer may provide (or forward electronically) (at the expense of such Certificateholder, Serviced Companion Loan Noteholder)
copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer, or (2) any
Controlling Class Certificateholder identified to the Master Servicer (in the case of a Performing Loan) or the Special Servicer
(in the case of a Specially Serviced Loan) to the Master Servicer’s or Special Servicer’s reasonable satisfaction,
the Master Servicer or Special Servicer, as applicable, shall provide (or forward electronically) (at the expense of such Controlling
Class Certificateholder) any Excluded Information in the Master Servicer’s or Special Servicer’s, as applicable, possession
(available on the Certificate Administrator’s Website but not accessible to such Controlling Class Certificateholder through
the Certificate Administrator’s Website on account of it constituting Excluded Information) relating to any Excluded Controlling
Class Mortgage Loan in which such Controlling Class Certificateholder is not an Excluded Controlling Class Holder; provided
that, in connection therewith, the Master Servicer or Special Servicer, as applicable, may require a written confirmation
executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or Special
Servicer, generally to the effect that such Person is a Holder of Certificates or a Serviced Companion Loan Noteholder or a beneficial
holder of Book-Entry Certificates or a regulator or a governmental body and will keep such information confidential and will use
such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder
may have under this Agreement. For the avoidance of doubt, the Master Servicer shall not make any Asset Status Reports available
to any Certificateholders on its website. None of the parties to this Agreement shall provide any Asset Status Report or any Final
Asset Status Report to the Certificate Administrator.


 


(d)           The
17g-5 Information Provider shall make available solely to the Depositor and to any NRSRO that delivers an NRSRO Certification
to the 17g-5 Information Provider the following items to the extent such items are delivered to it via electronic mail at 17g5informationprovider@wellsfargo.com
(or such other address as the 17g-5 Information Provider shall specify by written notice to the other parties hereto) in an
electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system,
specifically with a subject reference of “Benchmark 2018-B4 Mortgage Trust, Series 2018-B4” and an identification
of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail address
following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider
if or as may be necessary or beneficial (provided, if such information is not in electronic format


 






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readable
and uploadable (that is not locked or corrupted), then the 17g-5 Information Provider shall immediately notify the applicable
delivering party thereof, whereupon such party shall promptly deliver the subject information in such format):


 


(i)            any
waivers delivered to the 17g-5 Information Provider pursuant to Section 3.09 of this Agreement;


 


(ii)           any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance
delivered to the 17g-5 Information Provider pursuant to Section 3.21(d) or Section 4.07(c) of this Agreement and
notice of determination not to refrain from reimbursement of all Nonrecoverable Advances;


 


(iii)          any
Asset Status Report delivered by the Special Servicer pursuant to Section 3.23(e) of this Agreement;


 


(iv)          any
environmental reports delivered by the Special Servicer pursuant to Section 3.10(g) of this Agreement;


 


(v)           any
annual statements as to compliance and related Officer’s Certificates delivered pursuant to Section 10.11 and Section
10.12 of this Agreement;


 


(vi)          any
annual independent public accountants’ attestation reports delivered pursuant to Section 10.13 of this Agreement;


 


(vii)         any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.10 of this Agreement;


 


(viii)        any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving a Rating
Agency Confirmation from any Rating Agency as set forth in the definition of “Rating Agency Confirmation” pursuant
to Section 3.30 of this Agreement;


 


(ix)           copies
of any questions or requests submitted by the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate
Administrator or Trustee;


 


(x)            any
requests for a Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30
of this Agreement;


 


(xi)           any
notice of resignation of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor
Trustee or successor Certificate Administrator pursuant to Section 8.07 or Section 8.08 of this Agreement;


 


(xii)          any
notice of resignation or assignment of the rights of the Master Servicer or the Special Servicer pursuant to Section 6.04
of this Agreement;


 


(xiii)         any
notice of Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section
7.03 of this Agreement;


 






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(xiv)        any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09 of this
Agreement;


 


(xv)         any
notice of the merger or consolidation of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer pursuant to Section 6.02 of this Agreement;


 


(xvi)        any
notice of any amendment that modifies the procedures herein relating to Exchange Act Rule 17g-5 pursuant to Section 12.08
of this Agreement;


 


(xvii)       any
notice or other information provided by the Master Servicer pursuant to Section 12.07 of this Agreement;


 


(xviii)      any
summary of oral communication with the Rating Agencies delivered to the 17g-5 Information Provider pursuant to Section 3.14(f)
of this Agreement; provided that the summary of such oral communication shall not attribute which Rating Agency the
communication was with;


 


(xix)         the
Rating Agency Q&A Forum and Document Request Tool; and


 


(xx)          such
information as is delivered to the 17g-5 Information Provider by the Depositor in mutually agreeable electronic format within
fifteen (15) days of the Closing Date.


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website
(a link to which shall be provided on the Depositor’s website at www.intralinks.com or such other website as the
Depositor may notify the parties hereto in writing). Information will be posted on the same Business Day of receipt provided that
such information is received by 2:00 p.m. (eastern time) or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.
New York City time. The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine
whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything
other than what it purports to be or whether such information (other than (solely with respect to the 17g-5 Information Provider’s
obligation to post such information) the information set forth in clauses (i) through (xx) above) is required to be posted on
the 17g-5 Information Provider’s Website pursuant to this Agreement or Rule 17g-5. If any information is delivered or posted
in error, the 17g-5 Information Provider may remove it from the 17g-5 Information Provider’s Website. The Certificate Administrator
and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information
only by receipt and posting to the 17g-5 Information Provider’s Website. Access will be provided by the 17g-5 Information
Provider to the Rating Agencies, and to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit Z hereto
(which certification may be submitted electronically via the 17g-5 Information Provider’s Website). If a Rating Agency requests
access to the 17g-5 Information Provider’s Website, access will be provided by the 17g-5 Information Provider on the same
Business Day provided such request is made prior to 2:00 p.m., on such Business Day, or, if received after 2:00 p.m., on the following
Business Day. Questions regarding delivery of information to the 17g-5 Information Provider may be directed


 






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to
17g5informationprovider@wellsfargo.com (or such other address as the 17g-5 Information Provider shall specify by written
notice to the other parties hereto).


 


Upon
delivery by the Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by the Depositor and
the 17g-5 Information Provider) of information designated by the Depositor as having been previously made available to NRSROs
by the Depositor (the “Pre-Closing 17g-5 Information”), the 17g-5 Information Provider shall make such Pre-Closing
17g-5 Information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant this
Section 3.14(b) The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Closing
17g-5 Information or any other information on the 17g-5 Information Provider’s Website to any designee or other third party.


 


The
17g-5 Information Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement
that such information was received and that it has been posted. The 17g-5 Information Provider shall notify each NRSRO that has
provided a NRSRO Certification each time a document is posted to the 17g-5 Information Provider’s Website and such notice
shall specifically identify such document. The 17g-5 Information Provider shall send such notice to such Persons to the email
address that has been provided by and is used by such Person for the purpose of accessing the 17g-5 Information Provider’s
Website, including a general email address if such general email address has been provided to the 17g-5 Information Provider in
connection with a completed NRSRO Certification in the form of Exhibit Z hereto.


 


The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information Provider’s
Website, where Rating Agencies and NRSROs may (i) submit Inquiries to the Certificate Administrator relating to the Distribution
Date Statement, submit Inquiries to the Master Servicer or the Special Servicer, as applicable, relating to the reports being
made available pursuant to this Section 4.02(d), the Serviced Mortgage Loans or the Mortgaged Properties or submit inquiries
to the Operating Advisor relating to the Operating Advisor Annual Reports or actions by the Master Servicer or the Special Servicer
as to which the Operating Advisor has consultation rights pursuant to Section 6.07, whether or not referenced in such Operating
Advisor Annual Report, (ii) view Inquiries that have been previously submitted and answered, together with the answers thereto
and (iii) submit requests for loan-level reports and information. Upon receipt of an Inquiry for the Certificate Administrator,
the Operating Advisor, the Master Servicer or the Special Servicer, the 17g-5 Information Provider shall forward the Inquiry to
the Certificate Administrator, Operating Advisor, the Master Servicer or the Special Servicer, as applicable, and in the case
of an inquiry relating to any Non-Serviced Mortgage Loan, to the applicable party under the related Other Pooling and Servicing
Agreement, in each case within a commercially reasonable period following receipt thereof. Following receipt of an Inquiry or
request relating to the subject matters described in clauses (i) or (iii) above, the Certificate Administrator, the Operating
Advisor, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer such Inquiry as provided
below, shall reply to the Inquiry, which reply of the Certificate Administrator, the Operating Advisor, Master Servicer or Special
Servicer shall be by email to the 17g-5 Information Provider. The 17g-5 Information Provider


 






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shall
post (within a commercially reasonable period following preparation or receipt of such answer, as the case may be) such Inquiry
and the related answer (or reports, as applicable) to the 17g-5 Information Provider’s Website. Any report posted by the
17g-5 Information Provider in response to a request may be posted on a page accessible by a link on the 17g-5 Information Provider’s
Website. If the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer determines, in its
respective sole discretion, that (i) the question is beyond the scope outlined above, (ii) answering any Inquiry would not be
in the best interests of the Trust and/or the Certificateholders or would be in violation of applicable law, the Servicing Standard,
this Agreement or the applicable Loan Documents, (iii) answering any Inquiry would or is reasonably expected to result in a waiver
of an attorney-client privilege or the disclosure of attorney work product or answering such inquiry is otherwise not advisable
or (iv) (A) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense
to, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, and (B)
the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, determines in
accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator or the Operating Advisor)
that the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity
as Certificate Administrator, Operating Advisor, Master Servicer or Special Servicer, as applicable, under this Agreement, it
shall not be required to answer such Inquiry and, in the case of the Certificate Administrator, the Operating Advisor, the Master
Servicer or the Special Servicer, shall promptly notify the 17g-5 Information Provider, and the 17g-5 Information Provider shall
post such Inquiry on the Rating Agency Q&A Forum and Document Request Tool together with a statement that such Inquiry was
not answered. Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only to the respondent,
and shall not be deemed to be answers from any of the Depositor, the Underwriters, the Initial Purchasers, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee or any of their respective Affiliates
and no such party shall have any responsibility or liability for the content of any such information. The 17g-5 Information Provider
shall not be required to post to the 17g-5 Information Provider’s Website any Inquiry or answer thereto that the 17g-5 Information
Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document
Request Tool will not reflect questions, answers and other communications between the 17g-5 Information Provider and any Person
which are not submitted via the 17g-5 Information Provider’s Website.


 


In
connection with providing access to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website,
the Certificate Administrator and/or the 17g-5 Information Provider may require registration and the acceptance of a disclaimer.
The Certificate Administrator and the 17g-5 Information Provider, as the case may be, shall not be liable for the dissemination
of information in accordance with the terms of this Agreement, make no representations or warranties as to the accuracy or completeness
of such information being made available, and assume no responsibility for such information; provided that it is acknowledged
and agreed that the 17g-5 Information Provider shall not be charged with knowledge of any of the contents of such information
solely by virtue of its compliance with its obligations to post such information to the 17g-5 Information Provider’s Website.
The 17g-5 Information Provider shall not be liable for its failure to make any information available to the NRSROs unless such
information was delivered to the 17g-5 Information Provider at the email


 






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address
set forth herein in an electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s
system, with a subject heading of “Benchmark 2018-B4 Mortgage Trust, Series 2018-B4” and sufficient detail to indicate
that such information is required to be posted on the 17g-5 Information Provider’s Website; provided, if such information
is not in electronic format readable and uploadable (that is not locked or corrupted), then the 17g-5 Information Provider shall
immediately notify the applicable delivering party thereof, whereupon such party shall promptly deliver the subject information
in such format.


 


The
17g-5 Information Provider shall not be responsible or have any liability for any act, omission or delay attributable to the failure
of any other party to this Agreement to timely deliver information to be posted on the 17g-5 Information Provider’s Website
or for any errors or defects in the information supplied by any such party.


 


The
17g-5 Information Provider’s obligations in respect of Rule 17g-5 or any other law or regulation related thereto shall be
limited to the specific obligations contained in this Agreement and the 17g-5 Information Provider makes no representations or
warranties as to the compliance of the Depositor with Rule 17g-5 or any other law or regulation related thereto.


 


With
respect to each Non-Serviced Mortgage Loan, each of the Master Servicer, the Special Servicer, the Certificate Administrator and
the Trustee shall provide to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, promptly
upon receipt from a Non-Serviced Mortgage Loan Service Provider, all reports, statements, documents, notices and other information
it receives in respect of such Non-Serviced Mortgage Loan that such party would otherwise have been required to be submitted to
the 17g-5 Information Provider under this Agreement for posting had such Non-Serviced Mortgage Loan been a Serviced Mortgage Loan.
The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website all such information it receives in
accordance with this Agreement.


 


Upon
delivery by the Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by the Depositor and
the 17g-5 Information Provider) of information designated by the Depositor as having been previously made available to NRSROs
by the Depositor (the “Pre-Closing 17g-5 Information”), the 17g-5 Information Provider shall make such Pre-Closing
17g-5 Information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant this
Section 3.14(b). The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to the
Pre-Closing 17g-5 Information or any other information on the 17g-5 Information Provider’s Website to any designee or other
third party.


 


(e)           Each
of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available through its website or otherwise, any additional information identified in Section
3.14(d) of this Agreement relating to the Mortgage Loans or Whole Loans, the Mortgaged Properties or the related Borrowers,
for review by the Depositor, the Underwriters, the Initial Purchasers and any other Persons who deliver an Investor Certification
in accordance with this Section 3.14, the related Serviced Companion Loan Noteholder (if any), the Directing Holder and
the Rating Agencies (collectively, the “Disclosure Parties”) (only to the extent such additional information
is simultaneously or previously delivered to the 17g-5 Information


 






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Provider
in accordance with the provisions of Section 3.14(d) of this Agreement, who shall post such additional information on the
17g-5 Information Provider’s Website in accordance with the provisions of Section 3.14(d) of this Agreement), in
each case, except to the extent doing so is prohibited by this Agreement, applicable law or by the related Loan Documents. Each
of the Master Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto
any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for
the Depositor, enter into an Investor Certification or other confidentiality agreement acceptable to the Master Servicer or the
Special Servicer, as the case may be, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously
provide such information to any other Disclosure Party. In addition, to the extent access to such information is provided via
the Master Servicer’s or the Special Servicer’s website, the Master Servicer and the Special Servicer may require
registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the
confidential nature of such information. In connection with providing access to or copies of the information described in this
Section 3.14(e) to current or prospective Certificateholders the form of confidentiality agreement used by the Master Servicer
or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder (or a licensed or registered investment
advisor acting on behalf of such Certificateholder), an Investor Certification executed by the requesting Person indicating that
such Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder may provide
such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating
the purchase of any Certificate or interest therein (provided that such other Person confirms in writing such ownership
interest or prospective ownership interest and agrees to keep such information confidential)); and (ii) in the case of a prospective
purchaser of Certificates or interests therein (or a licensed or registered investment advisor acting on behalf of such prospective
purchaser), an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein
and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information
confidential with no further dissemination (except that such Certificateholder may provide such information to its auditors, legal
counsel and regulators). In the case of a licensed or registered investment advisor acting on behalf of a current or prospective
Certificateholder, the Investor Certification shall be executed and delivered by both the investment advisor and such current
or prospective Certificateholder.


 


Neither
the Master Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.14 unless (i) the Master Servicer or Special Servicer, as applicable, is the original source for such
information and (ii) such failure to deliver complete and accurate information is by reason of such party’s willful misconduct,
bad faith, fraud and/or negligence.


 


In
connection with the delivery by the Master Servicer or the Special Servicer, as applicable, to the 17g-5 Information Provider
of any information, report, notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information
Provider shall notify the Master Servicer or the Special Servicer, as applicable, of when such information, report,


 






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notice
or document has been posted to the 17g-5 Information Provider’s Website. The Master Servicer or the Special Servicer, as
applicable, may, but is not obligated to, send such information report, notice or other document to the applicable Rating Agency
or Rating Agencies following the earlier of (a) receipt of notification from the 17g-5 Information Provider that such information,
report, notice or other document has been posted to the Rule 17g-5 Information Provider’s Website and (b) 12:00 p.m. on
the first Business Day following the date the Master Servicer or the Special Servicer, as applicable, has provided such information,
report, notice or other document to the 17g-5 Information Provider.


 


(f)            The
Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee shall be permitted (but shall not be required) to orally communicate with the Rating Agencies regarding any Mortgage
Loan, Serviced Whole Loan, any Certificateholder, any Serviced Companion Loan Noteholder, any Mortgaged Property or any REO Property;
provided that such party summarizes the information provided to the Rating Agencies in such communication and provides
the 17g-5 Information Provider and the related Other 17g-5 Information Provider (if any) with such summary in accordance with
the procedures set forth in Section 3.14(d) of this Agreement the same day such communication takes place; provided
that the summary of such oral communications shall not attribute which Rating Agency the communication was with. The 17g-5
Information Provider shall post such summary on the 17g-5 Information Provider’s Website in accordance with the procedures
set forth in Section 3.14(d) of this Agreement.


 


(g)           None
of the foregoing restrictions in this Section 3.14 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s
or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer, the
Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master,
special or primary servicer or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the
Operating Advisor, the Asset Representations Reviewer or the Special Servicer’s, as applicable, servicing operations in
general; provided, that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer,
as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans to any Rating Agency or NRSRO
in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Borrower, property and other deal specific
identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded
on to the 17g-5 Information Provider’s Website or the Master Servicer or Special Servicer, as applicable, has in fact provided
such information to such Rating Agency in accordance with Section 3.14(e); or (z) the Rating Agency confirms in writing
that it does not intend to use such information in undertaking credit rating surveillance with respect to the Certificates; provided,
however, that the Rating Agencies may use information delivered under this clause (z) for any purpose to the extent it
is publicly available (unless the availability results from a breach of this Agreement or any other confidentiality agreement
to which such Rating Agency is subject) or comprised of information collected by the applicable Rating Agency from the 17g-5 Information
Provider’s Website (or another 17g-5


 






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information
provider’s website that they have access to) other than pursuant to this Section 3.14(g).


 


(h)           The
costs and expenses of compliance with this Section 3.14 by the Depositor, the Master Servicer, the Special Servicer, the
Trustee and any other party hereto shall not be Additional Trust Fund Expenses.


 


Section
3.15 Title and Management of REO Properties and REO Accounts. (a) If title to any Mortgaged Property (other than with
respect to a Non-Serviced Mortgage Loan) is acquired for the benefit of Certificateholders (and, in the case of the Serviced Whole
Loans, the related Serviced Companion Loan Noteholders) in foreclosure, by deed in lieu of foreclosure or upon abandonment or
reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Trust where permitted by applicable
law or regulation and consistent with customary servicing procedures, and otherwise in the name of the Trustee, or its nominee
(which shall not include the Master Servicer), or a separate Trustee or co-Trustee, on behalf of the Trust Fund (and, in the case
of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders). The Special Servicer, on behalf of the Trust Fund
(and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders), shall dispose of any Serviced
REO Property prior to the close of the third calendar year following the year in which the Trust Fund acquires ownership of such
Serviced REO Property for purposes of Section 860G(a)(8) of the Code, unless (i) the Special Servicer on behalf of the Lower-Tier
REMIC has applied for an extension of such period pursuant to Sections 856(e)(3) and 860G(a)(8)(A) of the Code, in which case
the Special Servicer shall sell such Serviced REO Property within the applicable extension period or if the Special Servicer has
applied for extension as provided in this clause (i) but such request has not yet been granted or denied, the additional
time specified in such request, or (ii) the Special Servicer seeks and subsequently receives an Opinion of Counsel (which opinion
shall be an expense of the Trust Fund and, in the case of a Serviced Whole Loan, such expenses shall be allocated in accordance
with the allocation provisions set forth in the related Intercreditor Agreement), addressed to the Special Servicer, the Certificate
Administrator and the Trustee, to the effect that the holding by the Trust Fund of such Serviced REO Property for an additional
specified period will not cause such Serviced REO Property to fail to qualify as “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a)
of the Code) at any time that any Certificate is outstanding, in which event such period shall be extended by such additional
specified period subject to any conditions set forth in such Opinion of Counsel. The Special Servicer, on behalf of the Trust
Fund (and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders), shall dispose of any Serviced
REO Property held by the Trust Fund prior to the last day of such period (taking into account extensions) by which such Serviced
REO Property is required to be disposed of pursuant to the provisions of the immediately preceding sentence in a manner provided
under Section 3.16 hereof. In the case of the Trust Fund’s beneficial interest in any REO Property acquired by the
Other Trustee pursuant to an Other Pooling and Servicing Agreement, the Special Servicer shall coordinate with the Other Special
Servicer with respect to any REO extension on behalf of the Trust Fund. The Special Servicer shall manage, conserve, protect and
operate each Serviced REO Property for the Certificateholders (and, in the case of the Serviced Whole Loans, the related Serviced
Companion Loan Noteholders) solely for the purpose of its prompt disposition and sale in a manner which does not cause such Serviced
REO


 






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Property
to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without
regard to the exception applicable for purposes of Section 860D(a) of the Code) and such that income from the operation or sale
of such property does not result in receipt by the Trust Fund of any income from non-permitted assets as described in Section
860F(a)(2)(B) of the Code with respect to such property.


 


(b)           The
Special Servicer shall have full power and authority, subject only to the Servicing Standard and the specific requirements and
prohibitions of this Agreement, to do any and all things in connection with any Serviced REO Property as are consistent with the
manner in which the Special Servicer manages and operates similar property owned or managed by the Special Servicer or any of
its Affiliates, all on such terms and for such period as the Special Servicer deems to be in the best interests of Certificateholders
and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders and, in connection therewith, the
Special Servicer shall agree to the payment of management fees that are consistent with general market standards. Consistent with
the foregoing, the Special Servicer shall cause or permit to be earned with respect to such Serviced REO Property any “net
income from foreclosure property,” within the meaning of Section 860G(c) of the Code, which is subject to tax under the
REMIC Provisions, only if it has determined, and has so advised the Trustee and the Certificate Administrator in writing, that
the earning of such income on a net after-tax basis could reasonably be expected to result in a greater recovery on behalf of
Certificateholders (and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders) than an alternative
method of operation or rental of such Serviced REO Property that would not be subject to such a tax.


 






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The
Special Servicer shall segregate and hold all revenues received by it with respect to any Serviced REO Property separate and apart
from its own funds and general assets and shall establish and maintain with respect to any Serviced REO Property a segregated
custodial account (each, an “REO Account”), each of which shall be an Eligible Account and shall be entitled
“CWCapital Asset Management LLC, as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for
the benefit of the Holders of Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4 REO
Account.” With respect to a Serviced REO Property securing a Serviced Whole Loan, the Special Servicer shall establish an
REO Account solely with respect to such property (each such account, a “Serviced Whole Loan REO Account”),
each of which shall be an Eligible Account and shall be entitled “CWCapital Asset Management LLC, as Special Servicer, on
behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of Benchmark 2018-B4 Mortgage Trust
Commercial Mortgage Pass-Through Certificates, Series 2018-B4 and the related Serviced Companion Loan Noteholders REO Account,”
to be held for the benefit of the Certificateholders and the related Serviced Companion Loan Noteholders. The Special Servicer
shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an REO Account or
a Serviced Whole Loan REO Account to the extent provided in Section 3.07(b) of this Agreement. The Special Servicer shall
deposit or cause to be deposited REO Proceeds in the REO Account or the applicable Serviced Whole Loan REO Account within two
Business Days after receipt of such properly identified and available REO Proceeds, and shall withdraw therefrom funds necessary
for the proper operation, management and maintenance of such Serviced REO Property and for other Property Protection Expenses
with respect to such Serviced REO Property, including:


 


(i)          all
insurance premiums due and payable in respect of any Serviced REO Property;


 


(ii)         all
real estate taxes and assessments in respect of any Serviced REO Property that may result in the imposition of a lien thereon;


 


(iii)        all
costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any Serviced REO Property
including, if applicable, the payments of any ground rents in respect of such Serviced REO Property; and


 


(iv)        any
taxes imposed on the Lower-Tier REMIC, as applicable, in respect of net income from foreclosure property in accordance with Section
4.05, and with respect to a Serviced Whole Loan, such expenses shall be allocated pro rata to the Mortgage Loan and
any related Serviced Companion Loans based on each loan’s Stated Principal Balance and only to the extent any such Serviced
Companion Loan is included in a REMIC.


 


To
the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iii) above, the Master Servicer
shall make such Advance unless the Master Servicer or the Special Servicer determines, in accordance with the Servicing Standard,
that such Servicing Advance would constitute a Nonrecoverable Advance (provided that with respect to advancing insurance
premiums or delinquent tax assessments the Master Servicer shall comply with the provisions of the second to last paragraph in
Section 3.21(d) of this Agreement) and if the Master Servicer does not make any such Advance, the Trustee, to the extent
the Trustee has actual knowledge of the Master Servicer’s failure to make such Advance, shall make such


 



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 Advance, unless
in each case, the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such Advance would be a
Nonrecoverable Advance. The Trustee shall be entitled to rely, conclusively, on any determination by the Special Servicer or the
Master Servicer, as applicable, that an Advance, if made, would be a Nonrecoverable Advance. The Trustee, when making an independent
determination whether or not a proposed Advance would be a Nonrecoverable Advance, shall use its good faith business judgment.
The Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such Advances (with interest at the Reimbursement
Rate) made pursuant to the preceding sentence, to the extent permitted by Section 3.06 of this Agreement. The Special Servicer
shall withdraw from each REO Account or Serviced Whole Loan REO Account, as applicable, and remit to the Master Servicer for deposit
into the Collection Account or the applicable Serviced Whole Loan Collection Account, as applicable, on a monthly basis on the
later of the date that is (x) on or prior to the related Determination Date or (y) two (2) Business Days after such amounts are
received and properly identified and determined to be available, the Net REO Proceeds received or collected from each Serviced
REO Property, except that in determining the amount of such Net REO Proceeds, the Special Servicer may retain in each REO Account
or Serviced Whole Loan REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other
related expenses.


 


Notwithstanding
the foregoing, the Special Servicer shall not:


 


(i)          permit
any New Lease to be entered into, renewed or extended, if the New Lease by its terms will give rise to any income that does not
constitute Rents from Real Property;


 


(ii)         permit
any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;


 


(iii)        authorize
or permit any construction on any Serviced REO Property, other than the repair or maintenance thereof or the completion of a building
or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement
was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the
Code; or


 


(iv)        Directly
Operate or allow any Person to Directly Operate any Serviced REO Property on any date more than 90 days after its date of acquisition
by the Trust Fund, unless such Person is an Independent Contractor;


 


unless,
in any such case, the Special Servicer has requested and received an Opinion of Counsel addressed to the Special Servicer, the
Certificate Administrator and the Trustee (which opinion shall be an expense of the Trust Fund and, in the case of a Serviced
Whole Loan with a Serviced Companion Loan, such expense shall be allocated in accordance with the allocation provisions of the
related Intercreditor Agreement) to the effect that such action will not cause such Serviced REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception
applicable for purposes of Section 860D(a) of the Code) at any time that it is held by the Trust Fund, in which case the Special
Servicer may take such actions as are specified in such Opinion of Counsel.


 






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The
Special Servicer shall be required to contract with an Independent Contractor, the fees and expenses of which shall be an expense
of the Trust Fund (and, in the case of the Serviced Whole Loans, such expense shall be allocated in accordance with the allocation
provisions of the related Intercreditor Agreement) and payable out of REO Proceeds, for the operation and management of any Serviced
REO Property, within 90 days of the Trust Fund’s acquisition thereof (unless the Special Servicer shall have provided the
Trustee and the Certificate Administrator with an Opinion of Counsel that the operation and management of any Serviced REO Property
other than through an Independent Contractor shall not cause such Serviced REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code) (which opinion shall be an expense of the Trust Fund, and
in the case of a Serviced Whole Loan, such expense shall be allocated in accordance with the allocation provisions of the related
Intercreditor Agreement), provided that:


 


(1)         the
terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall not be
inconsistent herewith;


 


(2)         any
such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred
in connection with the operation and management of such Serviced REO Property, including those listed above, and remit all related
revenues (net of such costs and expenses) to the Special Servicer as soon as practicable, but in no event later than 30 days following
the receipt thereof by such Independent Contractor;


 


(3)         none
of the provisions of this Section 3.15(b) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations to the Trust Fund, the Trustee
on behalf of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Noteholders, with respect
to the operation and management of any such Serviced REO Property; and


 


(4)         the
Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such Serviced REO Property.


 


The
Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing
in this Agreement shall be deemed to limit or modify such indemnification.


 


(c)         Promptly
following any acquisition by the Special Servicer of a Serviced REO Property on behalf of the Trust Fund, the Special Servicer
shall notify the Master Servicer thereof, and, upon delivery of such notice, the Special Servicer shall obtain an Updated Valuation
thereof, but only if any Updated Valuation with respect thereto is more than 9 months old and the Special Servicer has no actual
knowledge of any material adverse change in circumstances that, consistent with the Servicing Standard, would call into question
the validity of such Updated Valuation, in order to determine the fair market value of such Serviced REO Property and shall notify
the Depositor and the Master Servicer and with respect to a Serviced Whole Loan, the holder of the related Companion Loan, if
any, and of the results of such


 



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Updated Valuation. Any such Updated Appraisal shall be conducted in accordance with Appraisal
Institute standards and the cost thereof shall be an expense of the Trust Fund and allocated to Classes of Principal Balance Certificates
in the following order, in each case, until the Certificate Balance of such Class of Certificates is reduced to zero: first,
to the Class H-RR Certificates; second, to the Class G-RR Certificates; third, to the Class F-RR Certificates; fourth,
to the Class E-RR Certificates; fifth, to the Class D Certificates; sixth, to the Class C Certificates; seventh,
to the Class B Certificates; eighth, to the Class A-M Certificates; then, to the Class A-1, Class A-2, Class A-3,
Class A-SB, Class A-4, Class A-5 Certificates, pro rata based on their respective Certificate Balances. In the case of
any Serviced Whole Loan such expenses shall be allocated in accordance with the allocation provisions set forth in the related
Intercreditor Agreement. The Special Servicer shall obtain a new Updated Valuation or a letter update every 9 months thereafter
until the Serviced REO Property is sold.


 


(d)         When
and as necessary, the Special Servicer shall send to the Certificate Administrator a statement prepared by the Special Servicer
setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from the operation
and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt
of any other amount not constituting Rents from Real Property in respect of, any Serviced REO Property in accordance with Sections
3.15(a) and 3.15(b) of this Agreement.


 


(e)         Upon
the disposition of any Serviced REO Property in accordance with this Section 3.15, the Special Servicer shall calculate
the Gain-on-Sale Proceeds allocable to a Mortgage Loan or the applicable Serviced Whole Loan, if any, realized in connection with
such sale.


 


Section
3.16     Sale of Specially Serviced Loans and REO Properties. (a) The parties hereto may sell
or purchase, or permit the sale or purchase of, a Serviced Mortgage Loan and any related Serviced Companion Loan only on the
terms and subject to the conditions set forth in this Section 3.16 or as otherwise expressly provided in or
contemplated by Section 2.03(e) and Section 9.01 of this Agreement or in an applicable Intercreditor Agreement.
The Special Servicer may only sell a Serviced Subordinate Companion Loan together with the related Mortgage Loan if it has
received consent of the holder of the related Subordinate Companion Loan.


 


(b)         If
the Special Servicer determines in accordance with the Servicing Standard that it would be in the best interests of the Certificateholders
and, in the case of a Serviced Whole Loan, the Certificateholders and the related Serviced Pari Passu Companion Loan Noteholders
(as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single
lender (and with respect to any Serviced Whole Loan with a related Serviced Subordinate Companion Loan, taking into account the
subordinate nature of such Serviced Subordinate Companion Loan) to attempt to sell a Defaulted Loan (other than any Non-Serviced
Mortgage Loan) and any related Serviced Pari Passu Companion Loan, the Special Servicer shall use reasonable efforts to solicit
offers for each such Defaulted Loan on behalf of the Certificateholders and, if applicable, the related Serviced Pari Passu Companion
Loan Noteholders in such manner as will be reasonably likely to realize a fair price. In the case of a Non-Serviced Mortgage Loan,
to the extent that such Non-Serviced Mortgage Loan is not sold together with the related Non-Serviced Companion Loan by the Other


 



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Special Servicer for the related Non-Serviced Whole Loan and, if permitted under the related Intercreditor Agreement, the Special
Servicer shall be entitled to sell (with the consent of the Directing Holder (if no Control Termination Event has occurred and
is continuing)) such Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that such action would
be in the best interests of the Certificateholders (and shall be entitled to a Liquidation Fee in connection with such sale).
The Special Servicer shall accept the first cash offer received from any Person that constitutes a fair price for such Defaulted
Loan. Subject to Section 3.16(k), if the Special Servicer receives more than one cash offer that constitutes a fair price
for such Defaulted Loan during the period designated by the Special Servicer for receipt of offers, the Special Servicer shall
accept the highest price.


 


The
Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and (other
than in respect of any applicable Excluded Loan) the Directing Holder not less than ten (10) Business Days’ prior written
notice of its intention to sell any such Defaulted Loan, and notwithstanding anything to the contrary herein, neither the Trustee,
in its individual capacity, nor any of its Affiliates may make an offer for or purchase any such Defaulted Loan pursuant to this
Agreement.


 


(c)         Whether
any cash offer constitutes a fair price for such Defaulted Loan, as the case may be, shall be determined by the Special Servicer,
if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest offeror is an Interested
Person; provided, that no offer from an Interested Person shall constitute a fair price unless (i) the offer is the highest
offer received, and (ii) if the offer is less than the applicable Purchase Price, at least two other offers are received from
independent third parties. In determining whether any offer received from an Interested Person represents a fair price for any
such Defaulted Loan, the Trustee shall be supplied with and shall rely on the most recent Appraisal or Updated Appraisal conducted
in accordance with this Agreement within the preceding 9-month period or in the absence of any such Appraisal, on a narrative
appraisal prepared by an Independent MAI appraiser selected by (i) the Special Servicer if the Special Servicer or an Affiliate
of the Special Servicer is not making an offer with respect to such Defaulted Loan, (ii) by the Master Servicer if the Special
Servicer is making such an offer unless the Master Servicer and Special Servicer are Affiliates or (iii) the Operating Advisor
if the Master Servicer and Special Servicer are Affiliates and the Special Servicer is making an offer. The cost of any such Updated
Appraisal or narrative appraisal shall be covered by, and shall be reimbursable as, a Servicing Advance. In addition, the Trustee
shall be permitted to retain, at the expense of the related Interested Person, an independent third party expert in real estate
or commercial mortgage loan matters with at least 5 years’ experience in valuing or investing in loans similar to the subject
Mortgage Loan or Serviced Whole Loan, as the case may be, that has been selected with reasonable care by the trustee to determine
such fair price and will be permitted to conclusively rely on the opinion of such third party’s determination. Any costs
and fees of the Trustee in connection with an offer by an Interested Person and the Trustee’s duties therewith shall be
paid in advance of any such determination by such Interested Person.


 


In
determining whether any offer from a Person other than an Interested Person constitutes a fair price for any such Defaulted Loan,
the Special Servicer shall take into account (in addition to the results of any Appraisal, Updated Appraisal or narrative appraisal
that it may have obtained pursuant to this Agreement within the prior 9 months), and in determining whether


 



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 any offer from an
Interested Person constitutes a fair price for any such Defaulted Loan, any appraiser shall be instructed to take into account,
as applicable, among other factors, the period and amount of the Delinquency on such Defaulted Loan, the period and amount of
the occupancy level and physical condition of the related Mortgaged Property, the state of the local economy in the area where
the Mortgaged Property is located, the expected recovery from such Defaulted Loan if the Special Servicer were to pursue a workout
strategy, and the time and expense associated with a purchaser’s foreclosing on the related Mortgaged Property.


 


In
addition, the Special Servicer shall refer to all other relevant information obtained by it or otherwise contained in the Mortgage
File; provided that the Special Servicer shall take account of any change in circumstances regarding the related Mortgaged
Property known to the Special Servicer that has occurred subsequent to, and that would, in the Special Servicer’s reasonable
judgment, materially affect the value of the related Mortgaged Property reflected in the most recent related Appraisal. Furthermore,
the Special Servicer may consider available objective third party information obtained from generally available sources, as well
as information obtained from vendors providing real estate services to the Special Servicer, concerning the market for distressed
real estate loans and the real estate market for the subject property type in the area where the related Mortgaged Property is
located. The Special Servicer may, to the extent it is reasonable to do so in accordance with the Servicing Standard, conclusively
rely on any opinions or reports of qualified Independent experts in real estate or commercial mortgage loan matters with at least
five years’ experience in valuing or investing in loans similar to the subject Specially Serviced Loan, selected with reasonable
care by the Special Servicer, in making such determination. All reasonable costs and expenses incurred by the Special Servicer
pursuant to this Section 3.16(c) shall constitute, and be reimbursable as, Servicing Advances. The other parties to this
Agreement shall cooperate with all reasonable requests for information made by the Special Servicer in order to allow the Special
Servicer to perform its duties pursuant to this Section 3.16(c).


 


The
Purchase Price (which, in connection with the administration of a Defaulted Loan related to a Serviced Whole Loan, shall be construed
and calculated as if the loans in such Serviced Whole Loan together constitute a single Mortgage Loan thereunder) for any such
Defaulted Loan shall in all cases be deemed a fair price.


 


(d)         Subject
to subsection (c) above, the Special Servicer shall act on behalf of the Trustee (for the benefit of the Certificateholders and,
in the case of a Serviced Whole Loan, the related Serviced Companion Loan Noteholders) in negotiating and taking any other action
necessary or appropriate in connection with the sale of any such Defaulted Loan, and the applicable collection of all amounts
payable in connection therewith. In connection therewith, the Special Servicer may charge for its own account prospective offerors,
and may retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information
pertaining to such sales or exchanging offers without obligation to deposit such amounts into the REO Account the Collection Account
or, in the case of any Serviced Whole Loan, the applicable Serviced Whole Loan Collection Account. Any sale of such Defaulted
Loan shall be final and without recourse to the Trustee or the Trust Fund (except such recourse to the Trust Fund imposed by those
representations and warranties typically given in such transactions, any prorations applied thereto and any customary closing
matters), and if such sale is consummated in accordance with the terms of this Agreement, none of the Special Servicer,


 



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 the Master
Servicer, the Depositor, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee
shall have any liability to any Certificateholder or Companion Loan Noteholder with respect to the purchase price therefor accepted
by the Special Servicer or the Trustee.


 


(e)         Any
sale of such Defaulted Loan shall be for cash only.


 


(f)          The
parties hereto may sell or purchase, or permit the sale or purchase of, a Serviced REO Property only on the terms and subject
to the conditions set forth in this Section 3.16 or as otherwise expressly provided in an applicable Intercreditor Agreement.


 


(g)         The
Special Servicer shall use reasonable efforts to solicit offers for each Serviced REO Property on behalf of the Certificateholders
and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Noteholders in such manner as will be reasonably
likely to realize a fair price within the time period provided for by Section 3.15(a) of this Agreement. The Special Servicer
(with the consent of the Directing Holder) shall accept the first cash offer received from any Person that constitutes a fair
price for such Serviced REO Property. Subject to Section 3.16(k), if the Special Servicer receives more than one cash offer
that constitutes a fair price for such Serviced REO Property during the period designated by the Special Servicer for receipt
of offers, the Special Servicer shall accept the highest price. If the Special Servicer determines, in its good faith and reasonable
judgment, that it will be unable to realize a fair price for any Serviced REO Property within the time constraints imposed by
Section 3.15(a) of this Agreement, then the Special Servicer (with the consent of the Directing Holder) shall dispose of
such Serviced REO Property upon such terms and conditions as the Special Servicer shall deem necessary and desirable to maximize
the recovery thereon under the circumstances and, in connection therewith, shall accept the highest outstanding cash offer, regardless
of from whom received.


 


The
Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Asset
Representations Reviewer and the Directing Holder, not less than ten Business Days’ prior written notice of its intention
to sell any Serviced REO Property, and notwithstanding anything to the contrary herein, neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any Serviced REO Property pursuant to this Agreement.


 


(h)         Whether
any cash offer constitutes a fair price for any Serviced REO Property, as the case may be, shall be determined by the Special
Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest offeror is an
Interested Person; provided, that no offer from an Interested Person shall constitute a fair price unless it is the highest
offer received. In determining whether any offer received from an Interested Person represents a fair price for any such Serviced
REO Property, the Trustee shall be supplied with and shall rely on the most recent appraisal or Updated Appraisal conducted in
accordance with this Agreement within the preceding 9-month period or in the absence of any such appraisal, on a narrative appraisal
prepared by an Independent MAI appraiser selected by the Special Servicer if the Special Servicer or an Affiliate of the Special
Servicer is not making an offer with respect to a Serviced REO Property (or by the Master Servicer if the Special Servicer is
making such an offer). The cost of any such Updated Appraisal or narrative appraisal and any related costs and fees of the Trustee
shall be covered by, and shall be reimbursable as, a


 



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 Servicing Advance. In determining whether any offer from a Person other than
an Interested Person constitutes a fair price for any such Serviced REO Property, the Special Servicer shall take into account
(in addition to the results of any appraisal, updated appraisal or narrative appraisal that it may have obtained pursuant to this
Agreement within the prior 9 months), and in determining whether any offer from an Interested Person constitutes a fair price
for any such Serviced REO Property, any appraiser shall be instructed to take into account, as applicable, among other factors,
the period and amount of the occupancy level and physical condition of the Mortgaged Property or Serviced REO Property, the state
of the local economy and the obligation to dispose of any Serviced REO Property within the time period specified in Section
3.15(a) of this Agreement. The Purchase Price (which, in connection with the administration of a Serviced REO Property related
to a Serviced Whole Loan, shall be construed and calculated as if the loans in such Serviced Whole Loan together constitute a
single Mortgage Loan thereunder) for any Serviced REO Property shall in all cases be deemed a fair price. In addition, the Trustee
shall be permitted to retain, at the expense of the related Interested Person, an independent third party to determine such fair
price and will be permitted to conclusively rely on the opinion of such third party’s determination. Any costs and fees
of the Trustee in connection with an offer by an Interested Person and the Trustee’s duties therewith shall be paid in advance
of any such determination by such Interested Person.


 


(i)          Subject
to subsections (g) and (h) above, the Special Servicer shall act on behalf of the Trustee (for the benefit of the Certificateholders
and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Noteholders) in negotiating and taking any other
action necessary or appropriate in connection with the sale of any Serviced REO Property, and the applicable collection of all
amounts payable in connection therewith. In connection therewith, the Special Servicer may charge for its own account prospective
offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information
pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Collection Account or, in the
case of any Serviced Whole Loan, the applicable Serviced Whole Loan Collection Account. Any sale of a Serviced REO Property shall
be final and without recourse to the Trustee or the Trust Fund (except such recourse to the Trust Fund imposed by those representations
and warranties typically given in such transactions, any prorations applied thereto and any customary closing matters), and if
such sale is consummated in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the
Depositor or the Trustee shall have any liability to any Certificateholder or Serviced Companion Loan Noteholder with respect
to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(j)          Any
sale of a Serviced REO Property shall be for cash only.


 


(k)         Notwithstanding
any of the foregoing paragraphs of this Section 3.16, the Special Servicer shall not be obligated to accept the highest
cash offer if the Special Servicer determines (in consultation with the Directing Holder (other than with respect to any applicable
Excluded Loan or unless a Consultation Termination Event exists), and, in the case of a Serviced Whole Loan or an REO Property
related to a Serviced Whole Loan, the related Companion Loan Noteholder(s)), in accordance with the Servicing Standard, that rejection
of such offer would be in the best interests of the Certificateholders and, in the case of a sale of a Serviced Whole Loan or
an REO Property related to a Serviced Whole Loan, the related Companion Loan Noteholders


 



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 (as a collective whole as if such Certificateholders
and, if applicable, Serviced Companion Loan Noteholders constituted a single lender and with respect to any Serviced Whole Loan
with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan), and
the Special Servicer may accept a lower cash offer (from any Person other than itself or its Affiliate) if it determines, in its
reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the Certificateholders (for
example, if the prospective buyer making the lower offer is more likely to perform its obligations or the terms offered by the
prospective buyer making the lower offer are more favorable) and, in the case of a Serviced Whole Loan, the related Serviced Companion
Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders
constituted a single lender) (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into
account the subordinate nature of such Subordinate Companion Loan).


 


(l)          With
respect to each defaulted Serviced Companion Loan, the Special Servicer shall sell such defaulted Serviced Companion Loan together
with the related Mortgage Loan pursuant to the terms of the related Intercreditor Agreement and this Agreement as if such Mortgage
Loan and Serviced Companion Loans were one whole loan on behalf of the Certificateholders and the related Serviced Companion Loan
Noteholders. The Special Servicer shall provide notice and other information required under the related Intercreditor Agreement
to the applicable Other Special Servicer as soon as practicable following its decision to attempt to sell, and prior to commencement
or marketing of, any Serviced Companion Loan. With respect to Serviced Whole Loans, the Special Servicer shall be required to
obtain the consent of any holder of a related Serviced Companion Loan prior to a sale of such Serviced Whole Loan, unless (i)
such holder is the related Borrower or an Affiliate or agent of the related Borrower or (ii) the Special Servicer delivers to
such holders of the related Serviced Companion Loans: (A) at least fifteen (15) Business Days’ prior written notice of any
decision to attempt to sell the related Serviced Whole Loan; (B) at least ten (10) days prior to the proposed sale date, a copy
of each bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection
with any such proposed sale; (C) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for
such Serviced Whole Loan, and any documents in the servicing file reasonably requested by the holders of the applicable Serviced
Companion Loans that are material to the sale price of such Serviced Whole Loan; and (D) until the sale is completed, and a reasonable
period of time (but not less time than is afforded to other offerors and the Directing Holder) prior to the proposed sale date,
all information and other documents being provided to other offerors and all leases or other documents that are approved by the
Special Servicer in connection with the proposed sale. The holders of the Serviced Companion Loans (or, in any case, their respective
representatives) shall be permitted to submit an offer at any sale of such related Serviced Whole Loan; however, the related Borrower
and its agents and Affiliates shall not be permitted to submit an offer at such sale.


 


(m)        With
respect to any Servicing Shift Mortgage Loan, if the Servicing Shift Mortgage Loan becomes a Defaulted Loan, the Special Servicer
(or, on or after the applicable Servicing Shift Securitization Date, the Other Special Servicer under the Other Pooling and Servicing
Agreement related Servicing Shift Mortgage Loan) will be required to sell such Mortgage Loan together with the related Companion
Loan(s) as notes evidencing one whole


 



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 loan, in accordance with the provisions of the related Intercreditor Agreement and this
Agreement or the related Other Pooling and Servicing Agreement, as the case may be.


 


Section
3.17    Additional Obligations of the Master Servicer and the Special Servicer; Inspections.
(a) The Master Servicer (at its own expense) (or, with respect to Specially Serviced Loans and Serviced REO Properties, the
Special Servicer) shall inspect or cause to be inspected each Mortgaged Property securing a Serviced Mortgage Loan that it is
servicing at such times and in such manner as is consistent with the Servicing Standard, but in any event shall inspect each
Mortgaged Property with a Stated Principal Balance (or in the case of a Mortgage Loan secured by more than one Mortgaged
Property, having an Allocated Loan Amount) of (A) $2,000,000 or more at least once every 12 months (commencing in 2019) and
(B) less than $2,000,000 at least once every 24 months (commencing in 2019), (or, in each case, at such decreased frequency
as each Rating Agency shall have provided a Rating Agency Confirmation relating to the Certificates and Serviced Companion
Loan Securities, if any); provided, that if a physical inspection has been performed by the Special Servicer in the
previous twelve (12) months and the Master Servicer has no knowledge of a material change in the Mortgaged Property since
such physical inspection, the Master Servicer will not be required to perform or cause to be performed, such physical
inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent on
the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon
as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such
Mortgage Loan remains a Specially Serviced Loan. The reasonable cost of each such inspection performed in accordance with the
Servicing Standard by the Special Servicer shall be paid by the Master Servicer as a Servicing Advance; provided, that
if such Advance would be a Nonrecoverable Advance, then the cost of such inspections shall be an expense of the Trust payable
out of general collections. With respect to a Serviced Whole Loan, the costs described in the preceding sentence above that
relate to the applicable Serviced Whole Loan shall be paid out of amounts on deposit in the Serviced Whole Loan Collection
Account related to such Serviced Whole Loan (allocated in accordance with the expense allocation provision of the related
Intercreditor Agreement). If funds in the applicable Serviced Whole Loan Collection Account relating to a Serviced Whole Loan
are insufficient, then any deficiency shall be paid from amounts on deposit in the Collection Account; provided that
the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly
notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust
any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount
allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders. The Master Servicer or
the Special Servicer, as applicable, shall prepare a written report of the inspection describing, among other things, the
condition of and any damage to the Mortgaged Property securing a Mortgage Loan that it is servicing and specifying the
existence of any material vacancies in such Mortgaged Property, any sale, transfer or abandonment of such Mortgaged Property
of which it has actual knowledge, any material adverse change in the condition of the Mortgaged Property, or any visible
material waste committed on applicable Mortgaged Property. The Master Servicer or Special Servicer, as applicable, shall send
such reports to the 17g-5 Information Provider (who shall promptly post such reports to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement), the related Other 17g-5 Information Provider
(if any) and, upon request, to the Underwriters and the Initial Purchasers within 20 days


 



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 of completion and receipt (by the
Master Servicer or Special Servicer, as applicable, or, if earlier, any sub-servicer on their behalf) of the inspection
report, each inspection report.


 


(b)         With
respect to each Serviced Mortgage Loan and any related Serviced Companion Loan, the Master Servicer (or the Special Servicer,
in the case of a Specially Serviced Loan) shall exercise the Trustee’s rights, in accordance with the Servicing Standard,
with respect to the Manager under the related Loan Documents and Management Agreement, if any.


 


(c)         The
Master Servicer shall deliver all Compensating Interest Payments (other than the portion of any Compensating Interest Payment
allocated to a Serviced Pari Passu Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account on each Master Servicer Remittance Date, without any right of reimbursement therefor. The Master Servicer shall deliver
the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan to the holder of the Serviced
Companion Loan on each Master Servicer Remittance Date, without any right of reimbursement therefor.


 


(d)         The
Master Servicer shall, as to each Serviced Mortgage Loan and any related Serviced Companion Loan that is secured by the interest
of the related Borrower under a ground lease (or, with respect to a leasehold interest that is a space lease or an air rights
lease, such space lease or air rights lease), promptly (and in any event within 60 days) after the Closing Date notify the related
ground lessor of the transfer of such Mortgage Loan or Serviced Whole Loan to the Trust pursuant to this Agreement and inform
such ground lessor that any notices of default under the related ground lease (or, with respect to a leasehold interest that is
a space lease or an air rights lease, the related space lease or air rights lease) should thereafter be forwarded to the Master
Servicer.


 


(e)         The
Master Servicer shall, to the extent consistent with the Servicing Standard and permitted by the related Loan Documents, not apply
any funds with respect to a Mortgage Loan or Serviced Whole Loan (whether arising in the form of a holdback, earnout reserve,
cash trap or other similar feature) to the prepayment of the related Mortgage Loan or Serviced Whole Loan prior to an event of
default or reasonably foreseeable event of default with respect to such Mortgage Loan or Serviced Whole Loan. Prior to an event
of default or reasonably foreseeable event of default any such amounts described in the immediately preceding sentence shall be
held by the Master Servicer as additional collateral for the related Mortgage Loan or Serviced Whole Loan.


 


Section
3.18    Authenticating Agent. The Certificate Administrator may appoint an Authenticating Agent to execute and to
authenticate Certificates. The Authenticating Agent must be acceptable to the Depositor and must be a corporation organized
and doing business under the laws of the United States of America or any state, having a principal office and place of
business in a state and city acceptable to the Depositor, having a combined capital and surplus of at least $15,000,000,
authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities.
The Certificate Administrator shall serve as the initial Authenticating Agent.


 






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Any
corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be party, or any corporation succeeding
to the corporate agency business of the Authenticating Agent, shall be the Authenticating Agent without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the Authenticating Agent.


 


The
Authenticating Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the Certificate
Administrator, the Trustee, the Depositor and the Master Servicer. The Certificate Administrator may at any time terminate the
agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent, the Depositor and the
Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 3.18, the Certificate Administrator
may appoint a successor Authenticating Agent, which shall be acceptable to the Depositor, and shall mail notice of such appointment
to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested
with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named
as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this
Section 3.18.


 


The
Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Certificate
Administrator. Any compensation paid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator,
as applicable.


 


Section
3.19     Appointment of Custodians. The Certificate Administrator shall be the initial
Custodian hereunder. The Certificate Administrator may appoint one or more additional Custodians to hold all or a portion of
the Mortgage Files on behalf of the Trustee and otherwise perform the duties set forth in Article II, by entering into
a Custodial Agreement with any Custodian who is not the Depositor. The Certificate Administrator agrees to comply with the
terms of each Custodial Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of
the Certificateholders. The Certificate Administrator shall not be liable for any act or omission of the Custodian under the
Custodial Agreement. Each Custodian shall be a depository institution subject to supervision by federal or state authority,
shall have a combined capital and surplus of at least $10,000,000, shall have a long-term debt rating of at least
“BBB” from Fitch and “A (low) by DBRS. Each Custodial Agreement may be amended only as provided in Section
12.08 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate
Administrator. If the Custodian is an entity other than the Certificate Administrator, the Custodian shall maintain a
fidelity bond in the form and amount that are customary for securitizations similar to the securitization
evidenced by this Agreement. The Custodian shall be deemed to have complied with this provision if one of its Affiliates has such
fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In
addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss
occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form
and amount that are customary for securitizations similar to the 


 



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 securitization evidenced by this Agreement. All fidelity bonds
and policies of errors and omissions insurance obtained under this Section 3.19 shall be issued by a Qualified Insurer.


 


Section
3.20     Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts.
The Master Servicer shall administer each Lock-Box Account, Cash Collateral Account, Escrow Account and Reserve Account in
accordance with the related Mortgage or Loan Agreement, Cash Collateral Account Agreement or Lock-Box Agreement, if any
relating to the Serviced Mortgage Loans and any related Serviced Companion Loans it is servicing.


 


Section
3.21    Servicing Advances. (a) The Master Servicer (or, to the extent provided in Section 3.21(c) of this
Agreement, the Trustee) to the extent specifically provided for in this Agreement, shall make any Servicing Advances as and
to the extent otherwise required pursuant to the terms hereof with respect to the Serviced Mortgage Loans and any related
Serviced Companion Loans that it is servicing. For purposes of distributions to Certificateholders and compensation to the
Master Servicer, the Special Servicer or the Trustee, Servicing Advances shall not be considered to increase the Stated
Principal Balance of any such Mortgage Loan or Serviced Whole Loan, notwithstanding that the terms of such Mortgage Loan or
Serviced Whole Loans so provide.


 


(b)         Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall give the Master Servicer not less than five Business Days’
written notice with respect to any Servicing Advance to be made on any Specially Serviced Loan, before the date on which the Master
Servicer is required to make such Servicing Advance with respect to such Specially Serviced Loan or Serviced REO Loan; provided,
that the Special Servicer shall be required to provide the Master Servicer with only two Business Days’ written notice in
respect of Servicing Advances required to be made on an urgent or emergency basis (which may include, without limitation, Servicing
Advances required to make tax or insurance payments). If the Master Servicer or the Trustee makes a Servicing Advance with respect
to any Serviced Whole Loan then it shall provide written notice to the related Other Servicer, Other Special Servicer and Other
Trustee of the amount of such Servicing Advance with respect to such Serviced Whole Loan as part of its monthly report following
the making of such Servicing Advance.


 


(c)         The
Master Servicer shall notify the Trustee and the Certificate Administrator in writing promptly upon, and in any event within one
Business Day after, becoming aware that it will be unable to make any Servicing Advance required to be made pursuant to the terms
hereof, and in connection therewith, shall set forth in such notice the amount of such Servicing Advance, the Person to whom it
is to be paid, and the circumstances and purpose of such Servicing Advance, and shall set forth therein information and instructions
for the payment of such Servicing Advance, and, on the date specified in such notice for the payment of such Servicing Advance,
or, if the date for payment has passed or if no such date is specified, then within five Business Days following such notice,
the Trustee, subject to the provisions of Section 3.21(d) of this Agreement, shall pay the amount of such Servicing Advance
in accordance with such information and instructions.


 


(d)         The
Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with any information in its possession
regarding the Specially Serviced Loans and REO Properties as such party required to make Servicing Advances may


 



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 reasonably request
for purposes of making recoverability determinations. Notwithstanding anything to the contrary in this Agreement, the Special
Servicer shall have no obligation to make an affirmative determination that any Advance is, or would be, a Nonrecoverable Advance,
and in the absence of a determination by the Special Servicer that such an Advance is a Nonrecoverable Advance, then all such
decisions shall remain with the Master Servicer or Trustee, as applicable.


 


Notwithstanding
anything herein to the contrary, no Servicing Advance shall be required hereunder if the Person otherwise required to make such
Servicing Advance determines that such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. In addition,
neither the Master Servicer nor the Trustee shall make any Servicing Advance to the extent that it has received written notice
that the Special Servicer has determined that such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance.
In making such recoverability determination, such Person will be entitled to (i) give due regard to the existence of any Nonrecoverable
Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans, the recovery of which, at the time of such
consideration, is being deferred or delayed by the Master Servicer or the Trustee, as applicable, in light of the fact that proceeds
on the related Mortgage Loan (or the related Serviced Whole Loan, as applicable) are a source of recovery not only for the Servicing
Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount which is being or may be deferred or delayed and (ii) consider (among other things) the obligations of the Borrower under
the terms of the related Mortgage Loan (or the related Serviced Whole Loan, as applicable) as it may have been modified, (iii)
consider (among other things) the related Mortgaged Properties in their “as is” or then current conditions and occupancies,
as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the
Special Servicer) regarding the possibility and effects of future adverse changes with respect to such Mortgaged Properties, (iv)
estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) (among
other things) future expenses and (v) estimate and consider (among other things) the timing of recoveries.


 


The
Master Servicer, the Special Servicer and the Trustee, as applicable, shall consider Unliquidated Advances in respect of prior
Servicing Advances for purposes of nonrecoverability determinations as if such Unliquidated Advances were unreimbursed Servicing
Advances. If an Appraisal of the related Mortgaged Property shall not have been obtained within the prior 9-month period (and
the Master Servicer and the Trustee shall each request any such appraisal from the Special Servicer prior to ordering an Appraisal
pursuant to this sentence) or if such an Appraisal shall have been obtained but as a result of unforeseen occurrences, such Appraisal
does not, in the good faith determination of the Master Servicer, the Special Servicer or the Trustee, reflect current market
conditions, and the Master Servicer or the Trustee, as applicable, and the Special Servicer cannot agree on the appropriate downward
adjustment to such Appraisal, the Master Servicer, the Special Servicer or the Trustee, as the case may be, may, subject to its
reasonable and good faith determination that such Appraisal will demonstrate the nonrecoverability of the related Advance, obtain
an Appraisal for such purpose at the expense of the Trust Fund (and, in the case of any Serviced Whole Loan, such expense shall
be allocated in accordance with the allocation provisions of the related Intercreditor Agreement).


 






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Any
determination by the Master Servicer, Special Servicer or the Trustee that the Master Servicer or Trustee, as the case may be,
has made a Servicing Advance that is a Nonrecoverable Servicing Advance or any determination by the Master Servicer, the Special
Servicer or the Trustee that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance shall
be evidenced in the case of the Master Servicer or the Special Servicer by a certificate of a Servicing Officer delivered to the
other, to the Trustee, the Directing Holder (but only if no Consultation Termination Event has occurred and is continuing), the
Operating Advisor, the Certificate Administrator, any related Companion Loan holder(s) and the Depositor and, in the case of the
Trustee, by a certificate of a Responsible Officer of the Trustee, delivered to the Depositor, the Directing Holder (but only
if no Consultation Termination Event has occurred and is continuing), the Operating Advisor, the Certificate Administrator, any
related Companion Loan holder(s), the Master Servicer and the Special Servicer, which in each case sets forth such nonrecoverability
determination and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis
of such determination (such certificate accompanied by, to the extent available, income and expense statements, rent rolls, occupancy
status, property inspections and other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable,
to make such determination, together with any existing Appraisal or any Updated Appraisal); provided, that with respect
to any Specially Serviced Loan, the Special Servicer may, at its option, make a determination in accordance with the Servicing
Standard, that any Servicing Advance previously made or proposed to be made is nonrecoverable and shall deliver to the Master
Servicer, the Certificate Administrator, the Directing Holder (but only if no Consultation Termination Event has occurred and
is continuing), the Operating Advisor, the Trustee, the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information
Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement), notice of such determination. Any such determination may be relied upon by but shall not be binding on
the Master Servicer and the Trustee. Notwithstanding the foregoing, the Special Servicer shall have no obligation to make an affirmative
determination that any Advance is, or would be, a Nonrecoverable Advance, and in the absence of a determination by the Special
Servicer that such an Advance is a Nonrecoverable Advance, then all such decisions shall remain with the Master Servicer or the
Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously made
or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall each have the right
to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance
is a Nonrecoverable Servicing Advance.


 


Any
such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
or prohibit any such other authorized Person from making a determination, that a Servicing Advance is a Nonrecoverable Advance)
and (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) may obtain, at the expense
of the Trust (and, in the case of a Serviced Whole Loan, such expense shall be allocated in accordance with the allocation provisions
of the related Intercreditor Agreement), any analysis, Appraisals or market value estimates or other information for such purposes.
Absent bad faith, any such determination as to the recoverability of any Servicing Advance shall be conclusive and binding on
the Certificateholders and the Serviced Companion Loan Noteholders.


 






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The
Trustee, in determining whether or not a Servicing Advance previously made is, or a proposed Servicing Advance, if made, would
be, a Nonrecoverable Servicing Advance shall use its reasonable judgment.


 


With
respect to the payment of insurance premiums and delinquent tax assessments, in the event that the Master Servicer determines
that a Servicing Advance of such amounts would constitute a Nonrecoverable Advance, the Master Servicer shall deliver notice of
such determination to the Trustee, the Certificate Administrator and the Special Servicer. Upon receipt of such notice, the Master
Servicer (with respect to any Serviced Mortgage Loan and any related Serviced Companion Loan that is a Performing Loan) and the
Special Servicer (with respect to any Specially Serviced Loan or REO Property) shall determine (with the reasonable assistance
of the Master Servicer) whether the payment of such amount (i) is necessary to preserve the related Mortgaged Property and (ii)
would be in the best interests of the Certificateholders and, in the case of any Serviced Companion Loans, the related Serviced
Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders
constituted a single lender (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into
account the subordinate nature of such Subordinate Companion Loan)). If the Master Servicer or the Special Servicer determines
that the payment of such amount (i) is necessary to preserve the related Mortgaged Property and (ii) would be in the best interests
of the Certificateholders and, in the case of any Serviced Companion Loan, the related Serviced Companion Loan Noteholder, the
Special Servicer (in the case of a determination by the Special Servicer) shall direct the Master Servicer in writing to make
such payment and the Master Servicer shall make such payment, to the extent of available funds, from amounts in the Collection
Account or, if a Serviced Whole Loan is involved, from amounts in the applicable Serviced Whole Loan Collection Account.


 


Notwithstanding
anything to the contrary contained in this Section 3.21, the Master Servicer may elect (but shall not be required) to make
a payment out of the Collection Account to pay for certain expenses specified in this sentence notwithstanding that the Master
Servicer has determined that a Servicing Advance with respect to such expenditure would be a Nonrecoverable Servicing Advance
(unless, with respect to Specially Serviced Loans or Serviced REO Loans, the Special Servicer has notified the Master Servicer
to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured
or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or
the loss of any security for the related Mortgage Loan; provided that in each instance, the Master Servicer determines
in accordance with the Servicing Standard (as evidenced by a certificate of a Servicing Officer delivered to the Trustee and the
Certificate Administrator) that making such expenditure is in the best interests of the Certificateholders and, in the case of
a Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and,
if applicable, Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with
a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)). The Master
Servicer may elect to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust Fund in accordance with Section
3.06 of this Agreement.


 






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(e)         The
Master Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Servicing Advances made by any of
them to the extent permitted pursuant to Section 3.06 of this Agreement, if applicable, together with any related Advance
Interest Amount in respect of such Servicing Advances, and the Master Servicer, the Special Servicer and the Trustee each hereby
covenants and agrees to promptly seek and effect the reimbursement of such Servicing Advances from the related Borrowers to the
extent permitted by applicable law and the related Loan Documents.


 


The
parties acknowledge that, pursuant to the applicable Other Pooling and Servicing Agreement, the applicable Other Servicer is obligated
to make Servicing Advances with respect to the related Non-Serviced Mortgage Loan. The Other Servicer, the Other Special Servicer
(to the extent it has made an advance), the Other Trustee or fiscal agent or other Persons making advances under the applicable
Other Pooling and Servicing Agreement shall be entitled to reimbursement in accordance with Section 3.06(b) of this Agreement
for the pro rata portion (based on Stated Principal Balance) of the related Mortgage Loan (after amounts allocated to the
related Subordinate Companion Loan, if any) with respect to any Servicing Advance that is nonrecoverable (with, in each case,
any pro rata portion of accrued and unpaid interest thereon provided for under the Other Pooling and Servicing Agreement)
in the manner set forth in the Other Pooling and Servicing Agreement and the related Intercreditor Agreement, as applicable.


 


With
respect to any Serviced Whole Loan, if the Master Servicer, the Special Servicer or Trustee, as applicable, determines that a
proposed Servicing Advance with respect to such Serviced Whole Loan, if made, or any outstanding Servicing Advance with respect
to any such Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or Trustee,
as applicable, shall provide the Other Servicer, Other Special Servicer and the Other Trustee under each related Other Pooling
and Servicing Agreement with written notice of such determination, together with supporting evidence for such determination within
two (2) Business Days after such determination or such longer time period permitted by the applicable Intercreditor Agreement.


 


Section
3.22     Appointment and Replacement of Special Servicer. (a) CWCapital Asset Management LLC is hereby appointed as the
initial Special Servicer to service each Specially Serviced Loan and related REO Property.


 


(b)         For
so long as no Control Termination Event has occurred and is continuing, the Directing Holder shall be entitled to terminate the
rights (subject to Section 3.05, Section 3.12 and Section 6.03(a) of this Agreement) and obligations of the
Special Servicer under this Agreement, with or without cause, and appoint a successor Special Servicer pursuant to Section
7.02 of this Agreement, upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer, the Paying
Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee; provided
that, with respect to any Serviced Whole Loan, the related Directing Holder’s right to terminate the rights and obligations
of the Special Servicer under this Agreement with respect to such Serviced Whole Loan shall be subject to the limitations set
forth in the related Intercreditor Agreement; provided, further that with respect to a Servicing Shift Whole Loan,
the limitations on termination without cause set forth in clause (b) shall not apply to the related Loan-Specific Directing
Holder’s right to terminate the Special Servicer’s rights and obligations under this Agreement without cause with
respect to such Servicing Shift Whole Loan pursuant to the terms of the related Intercreditor


 



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 Agreement. For the sake of clarity,
the recommendation of replacement of the Special Servicer by the Operating Advisor and the approval of the Certificateholders
of a Qualified Replacement Special Servicer shall not preclude the Directing Holder from appointing a replacement special servicer,
provided that such replacement may not be the removed Special Servicer or its Affiliate.


 


(c)         If
at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is
not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii)
the replacement of the Special Servicer would be in the best interest of the Certificateholders as a collective whole, then the
Operating Advisor shall deliver to the Trustee and to the Certificate Administrator, with a copy to the Special Servicer, a written
report setting forth the reasons supporting its recommendation (along with any information the Operating Advisor considered relevant
to its recommendation) and recommending a replacement special servicer; provided, that in no event shall the information
or any other content included in such written recommendation contravene any provision of this Agreement. In such event, the Certificate
Administrator shall promptly post notice to all Certificateholders of such recommendation and the related report on the Certificate
Administrator’s Website, and by mail (or through the DTC system, as applicable), and shall conduct the solicitation of votes
of all Certificates in such regard, which requisite affirmative votes must be received within one hundred eighty (180) days of
the posting of such notice, and if not so received, such votes shall be null and void ab initio. Upon (i) the written direction
of Holders of Principal Balance Certificates (A) evidencing at least a majority of a quorum of Certificateholders (which, for
this purpose, is the Holders of Certificates that (A) evidence at least 20% of the Voting Rights (taking into account the application
of any Realized Losses and Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Principal
Balance Certificates on an aggregate basis and (B) consist of at least three Certificateholders or Certificate Owners that are
not Risk Retention Affiliated with each other) and (ii) receipt of a Rating Agency Confirmation from each Rating Agency with respect
to the Certificates and, if such successor Special Servicer shall also specially service a Serviced Whole Loan, any class of related
Serviced Companion Loan Securities, by the Trustee following satisfaction of the foregoing clause (i), the Trustee (upon receipt
of written confirmation from the Certificate Administrator, if the Certificate Administrator and the Trustee are different entities)
shall (x) terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint such successor
Special Servicer; provided such termination is subject to the terminated Special Servicer’s rights to indemnification,
payment of outstanding fees and other compensation, reimbursement of advances and other rights set forth in this Agreement which
survive termination and (y) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable
out-of-pocket costs and expenses associated with administering such vote shall be an Additional Trust Fund Expense. If the Trustee
does not receive the affirmative vote of at least a majority of the quorum described in clause (i) of the preceding sentence within
180 days of after the notice is posted to the Certificate Administrator’s Website, then the Trustee shall not remove the
Special Servicer. Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed
to succeed to the obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s successor
hereunder. In the event the Special Servicer is terminated pursuant to this Section 3.22(c), the Directing Holder may not
subsequently reappoint such terminated Special Servicer or any Risk Retention Affiliate thereof.


 



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 No penalty or fee shall be payable
to the terminated Special Servicer with respect to any termination pursuant to this Section 3.22(c).


 


(d)         If
a Control Termination Event has occurred and is continuing and upon (a) the written direction of holders of Principal Balance
Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction
Amounts to notionally reduce the Certificate Balances of the Principal Balance Certificates) of the Principal Balance Certificates
requesting a vote to replace the Special Servicer (other than with respect to a Servicing Shift Whole Loan) with a new special
servicer designated in such written direction, (b) payment by such holders to the Certificate Administrator of the reasonable
fees and expenses (including any legal fees and expenses and any Rating Agency fees and expenses) to be incurred by the Certificate
Administrator in connection with administering such vote and (c) delivery by such holders to the Certificate Administrator and
the Trustee of a Rating Agency Confirmation from each Rating Agency and a comparable confirmation from each NRSRO that has been
engaged to rate any securities backed, in whole or in part, by a Serviced Pari Passu Companion Loan with respect to the Certificates
and, if such successor Special Servicer shall also specially service a Serviced Whole Loan, any related Serviced Companion Loan
Securities, the Certificate Administrator shall promptly provide written notice to all Certificateholders of such request by posting
such notice on the Certificate Administrator’s Website, and by mail (or through the DTC system, as applicable), and conduct
the solicitation of votes of all Certificates in such regard. Subsequently, if a Control Termination Event has occurred and is
continuing, upon the written direction of (i) holders of Principal Balance Certificates evidencing at least 50% of a Certificateholder
Quorum of Certificates or (ii) holders of Principal Balance Certificates, evidencing more than 50% of the aggregate Voting Rights
of each Class of Non-Reduced Certificates on an aggregate basis, the Trustee shall (x) terminate all of the rights and obligations
of the Special Servicer under this Agreement and appoint the successor Special Servicer designated by such Certificateholders
(other than with respect to a Servicing Shift Whole Loan), provided such termination is subject to the terminated Special
Servicer’s rights to indemnification, payment of outstanding fees and other compensation, reimbursement of advances and
other rights set forth in this Agreement which survive termination and (y) promptly notify such outgoing Special Servicer of the
effective date of such termination; provided that if such written direction is not provided within 180 days of the notice
from the Certificate Administrator of the request for a vote to terminate and replace the Special Servicer, then such written
direction shall have no force and effect. The reasonable fees and out-of-pocket costs associated with administering such vote
shall be an Additional Trust Fund Expense. The Certificate Administrator shall include on each Distribution Date Statement a statement
that each Certificateholder and Certificate Owner may access notices on the Certificate Administrator’s Website and each
Certificateholder and Certificate Owner may register to receive email notifications when such notices are posted on the Certificate
Administrator’s Website; provided that the Certificate Administrator shall be entitled to reimbursement from the
requesting Certificateholders for the reasonable expenses of posting such notices.


 


(e)         The
Trustee shall, promptly after receiving any removal notice pursuant to Section 3.22(b) of this Agreement or direction to
terminate pursuant to Section 3.22(c) or Section 3.22(d) of this Agreement, so notify the Certificate Administrator,
the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this


 



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 Agreement). The termination of the
Special Servicer and appointment of a successor Special Servicer pursuant to this Section 3.22 shall not be effective until
(i) the Trustee receives from each Rating Agency a Rating Agency Confirmation and, if such successor Special Servicer shall also
specially service a Serviced Whole Loan, a Serviced Companion Loan Rating Agency Confirmation, (ii) the successor special servicer
has assumed all of its responsibilities, duties and liabilities hereunder pursuant to a writing reasonably satisfactory to the
Trustee, (iii) receipt by the Trustee of an Opinion of Counsel to the effect that (x) the designation of such replacement to serve
as Special Servicer is in compliance with this Agreement, (y) such replacement will be bound by the terms of this Agreement and
(z) this Agreement will be enforceable against such replacement in accordance with its terms, (iv) the replacement Special Servicer
certifies that such replacement special servicer satisfies all related qualifications set forth in the Intercreditor Agreement
relating to such Serviced Companion Loan and (v) receipt by the Certificate Administrator (with a confirmation of such receipt
delivered to the Trustee) of notice and information required to be delivered by the successor Special Servicer under Section
10.03 of this Agreement. Any successor Special Servicer shall make the representations and warranties provided for in Section
2.04(b) of this Agreement mutatis mutandis. Further, such successor Special Servicer shall be a Person that (i) satisfies
all of the eligibility requirements applicable to the special servicer contained in this Agreement, (ii) is not the Operating
Advisor or former operating advisor, the Asset Representations Reviewer or former asset representations reviewer, or an affiliate
of any of the foregoing, (iii) is not obligated or allowed to pay the Operating Advisor any fees or otherwise compensate the Operating
Advisor (x) in respect of its obligations under this Agreement or (y) for the appointment of the successor Special Servicer or
the recommendation by the Operating Advisor for the replacement Special Servicer to become the Special Servicer, (iv) is not entitled
to receive any compensation from the Operating Advisor other than compensation that is not material and is unrelated to the Operating
Advisor’s recommendation that such party be appointed as the replacement special servicer, (v) is not entitled to receive
any fee from the Operating Advisor for its appointment as successor Special Servicer, in each case, unless expressly approved
by 100% of the Certificateholders, (vi) currently has a special servicer rating of at least “CSS3” from Fitch, (vii)
is included on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer and (viii) is currently acting
as a special servicer in a transaction rated by DBRS and has not been cited by DBRS as having servicing concerns as the sole or
a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in
contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to
the time of determination. In addition, any replacement Special Servicer that will service any Serviced Whole Loan shall meet
any requirements specified in the related Intercreditor Agreement or, if applicable, the related Other Pooling and Servicing Agreement.


 


The
existing Special Servicer shall be deemed to have been removed simultaneously with such designated Person’s becoming the
Special Servicer hereunder; provided, that the Special Servicer removed pursuant to this Section shall be entitled to receive,
and shall have received, all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation
and it shall continue to be entitled to any rights that accrued prior to the date of such resignation (including the right to
receive all fees, expenses and other amounts accrued or owing to it under this Agreement, plus the right to receive any Workout
Fee specified in Section 3.12(c) of this Agreement if the Special Servicer is terminated and any indemnification rights
that the Special Servicer is entitled to pursuant to Section 6.03(a) of this


 



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Agreement) notwithstanding any such removal.
Such removed Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination
of the resigning Special Servicer’s responsibilities and rights hereunder, including without limitation the transfer within
two Business Days to the successor Special Servicer for administration by it of all cash amounts that are thereafter received
with respect to the Mortgage Loans and, if applicable, Whole Loans.


 


(f)          The
appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective obligations
to make Advances as set forth herein; provided, that neither the Trustee nor the Master Servicer shall be liable for any
actions or any inaction of such successor Special Servicer. Any termination fee payable to the terminated Special Servicer (and
it is acknowledged that there is no such fee payable in the event of a termination for breach of this Agreement) shall be paid
by the Certificateholders or the Directing Holder, as applicable, so terminating the Special Servicer and shall not in any event
be an expense of the Trust Fund or any Serviced Companion Loan Noteholder (unless such Serviced Companion Loan Noteholder is the
Directing Holder).


 


(g)         If
a replacement special servicer is appointed with respect to a Serviced Whole Loan or any related Serviced REO Property in accordance
with this Section 3.22 such that there are multiple parties acting as Special Servicer hereunder, then, unless the context
clearly requires otherwise: (i) when used in the context of imposing duties and obligations on the Special Servicer hereunder
or the performance of such duties and obligations, the term “Special Servicer” shall mean the applicable Serviced
Whole Loan Special Servicer, insofar as such duties and obligations relate to the subject Serviced Whole Loan or any related Serviced
REO Property, and shall mean the General Special Servicer (as defined below in clause (h)), in all other cases (provided,
that in Section 3.14 and Article VII of this Agreement, the term “Special Servicer” shall mean each
of the Serviced Whole Loan Special Servicers and the General Special Servicer); (ii) when used in the context of identifying the
recipient of any information, funds, documents, instruments and/or other items, the term “Special Servicer” shall
mean the applicable Serviced Whole Loan Special Servicer, insofar as such information, funds, documents, instruments and/or other
items relate to the subject Serviced Whole Loan or any related Serviced REO Property, and shall mean the General Special Servicer,
in all other cases; (iii) when used in the context of granting the Special Servicer the right to purchase Defaulted Loans pursuant
to Section 3.16 of this Agreement, the term “Special Servicer” shall mean the General Special Servicer
only; (iv) when used in the context of granting the Special Servicer the right to purchase all of the Mortgage Loans and all other
property held by the Trust Fund pursuant to Section 9.01 of this Agreement, the term “Special Servicer” shall
mean the General Special Servicer only; (v) when used in the context of the Special Servicer being replaced pursuant to this Section
3.22 by the applicable Directing Holder, the term “Special Servicer” shall mean the General Special Servicer
or the Serviced Whole Loan Special Servicer, if applicable; (vi) when used in the context of granting the Special Servicer any
protections, limitations on liability, immunities and/or indemnities hereunder, the term “Special Servicer” shall
mean each of the Serviced Whole Loan Special Servicers and the General Special Servicer; and (vii) when used in the context of
requiring indemnification from, imposing liability on, or exercising any remedies against, the Special Servicer for any breach
of a representation, warranty or covenant hereunder or for any negligence, bad faith or willful misconduct in the performance
of duties and obligations hereunder or any negligent disregard of such duties and obligations or otherwise


 



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holding the Special
Servicer responsible for any of the foregoing, the term “Special Servicer” shall mean the applicable Serviced Whole
Loan Special Servicer or the General Special Servicer, as applicable.


 


(h)         References
in this Section 3.22 to “General Special Servicer” mean the Person performing the duties and obligations of
special servicer with respect to the Mortgage Pool (exclusive of any Whole Loan or related REO Property as to which a different
Serviced Whole Loan Special Servicer has been appointed with respect thereto).


 


(i)          No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section
3.22. All costs and expenses of any such termination made without cause shall be paid by the Controlling Class Certificateholders.


 


(j)          Notwithstanding
anything to the contrary contained in this Section 3.22, with respect to any Excluded Special Servicer Mortgage Loan, if
any, the Special Servicer shall resign with respect to such Excluded Special Servicer Mortgage Loan.


 


In
the event the Special Servicer is required to resign as Special Servicer with respect to any Excluded Special Servicer Mortgage
Loan because it obtains knowledge that it is a Borrower Party prior to the occurrence and continuance of a Consultation Termination
Event, then (i) if the Excluded Special Servicer Mortgage Loan is not also an Excluded Loan, then the Directing Holder shall appoint
(and replace with or without cause) the Excluded Special Servicer, as successor to the resigning Special Servicer, in accordance
with this Agreement for the Excluded Special Servicer Mortgage Loan, (ii) if the Excluded Special Servicer Mortgage Loan is also
an Excluded Loan, then the largest Controlling Class Certificateholder (by Certificate Balance) that is not an Excluded Controlling
Class Holder shall appoint (and replace with or without cause) the Excluded Special Servicer for the Excluded Special Servicer
Mortgage Loan, and (iii) if there is no Controlling Class Certificateholder that is not an Excluded Controlling Class Holder,
then the resigning Special Servicer shall use reasonable efforts to appoint the Excluded Special Servicer for the Excluded Special
Servicer Mortgage Loan.


 


In
the event the Special Servicer is required to resign as Special Servicer with respect to any Excluded Special Servicer Mortgage
Loan because it obtains knowledge that it is a Borrower Party and either (i) a Consultation Termination Event has occurred and
is continuing or (ii) there is no Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, then the
resigning Special Servicer shall use reasonable efforts to appoint the Excluded Special Servicer for the Excluded Special Servicer
Mortgage Loan. The Special Servicer shall not have any liability with respect to the actions or inactions of the applicable Excluded
Special Servicer or with respect to the identity of the applicable Excluded Special Servicer.


 


If
at any time the Special Servicer that had acted as the Special Servicer for an Excluded Special Servicer Mortgage Loan prior to
it becoming an Excluded Special Servicer Mortgage Loan is no longer a Borrower Party (including, without limitation, as a result
of the related Mortgaged Property becoming REO Property) with respect to an Excluded Special Servicer Mortgage Loan, (1) the related
Excluded Special Servicer shall resign, (2) the related Mortgage Loan shall no longer be an Excluded Special Servicer Mortgage
Loan, (3) such Special Servicer shall become the Special Servicer again for such related Mortgage Loan and (4) such original Special
Servicer shall be entitled to all special servicing compensation with respect to


 



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such Mortgage Loan earned during such time on
and after such Mortgage Loan is no longer an Excluded Special Servicer Mortgage Loan.


 


The
Excluded Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer
Mortgage Loan and will be entitled to all special servicing compensation with respect to such Excluded Special Servicer Mortgage
Loan earned during such time as the related Mortgage Loan is an Excluded Special Servicer Mortgage Loan (provided that the Special
Servicer shall remain entitled to all other special servicing compensation with respect all Mortgage Loans and Serviced Whole
Loans that are not Excluded Special Servicer Mortgage Loans during such time).


 


If
a Servicing Officer or Special Servicing Officer, as applicable, of the Master Servicer, a related Excluded Special Servicer,
or the Special Servicer, as applicable, has actual knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling
Class Mortgage Loan or an Excluded Special Servicer Mortgage Loan, as applicable, the Master Servicer, the related Excluded Special
Servicer or Special Servicer, as applicable, shall provide prompt written notice thereof to each of the other parties to this
Agreement.


 


(k)         No
removal or replacement of the Special Servicer as contemplated by this Agreement shall become effective until (i) a successor
Special Servicer shall have assumed the resigning or terminated Special Servicer’s responsibilities, duties, liabilities
and obligations hereunder, (ii) the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 10.09,
(iii) any other information required under Section 10.03 or Section 10.09 has been delivered to any applicable Other
Depositor with respect to any related Companion Loan, and (iv) as to any resignation, removal, succession, merger or consolidation
of the Special Servicer that would constitute a Reportable Event, upon at least 4 Business Days prior notice of the anticipated
effective date of such event, the Certificate Administrator and the Depositor shall cooperate in a timely manner with the Special
Servicer or any other Person pursuing such resignation, removal, succession, merger or consolidation, as applicable, in connection
with the Depositor’s or the Certificate Administrator’s obligation to file any related required Form 8-K relating
to this Trust on the anticipated effective date of such event.


 


Section
3.23     Transfer of Servicing Between the Master Servicer and the Special Servicer; Record
Keeping; Asset Status Report. (a) Upon the occurrence of any event specified in the definition of Specially Serviced Loan
with respect to any Serviced Mortgage Loan and any related Serviced Companion Loan of which the Master Servicer may have
notice, the Master Servicer shall promptly give notice thereof to the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor, the related Mortgage Loan Seller, if no Consultation Termination Event has occurred and is
continuing, the Directing Holder and, if applicable, the related Serviced Companion Loan Noteholders and shall use efforts in
accordance with the Servicing Standard to provide the Special Servicer with the Servicing File and all other information,
documents (but excluding the original documents constituting the Mortgage File) and records (including records stored
electronically) relating to such Mortgage Loan or Serviced Whole Loan, as applicable, and reasonably requested by the Special
Servicer to enable it to assume its duties hereunder with respect thereto without acting through a sub-servicer. The Master
Servicer shall use efforts in accordance with the Servicing Standard to comply with the preceding sentence within five
Business Days of the date it has notice of the occurrence of any event specified in the definition of Specially Serviced Loan
and in any event shall continue to act


 



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as Master Servicer and administrator of such Mortgage Loan or Serviced Whole Loan,
until the Special Servicer has commenced the servicing of such Mortgage Loan or Serviced Whole Loan, which shall occur upon
the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence. With
respect to each Mortgage Loan or Serviced Whole Loan that becomes a Specially Serviced Loan, the Master Servicer shall
instruct the related Borrower to continue to remit all payments in respect of such Mortgage Loan or Serviced Whole Loan to
the Master Servicer. The Master Servicer shall forward any notices it would otherwise send to the Borrower of a Specially
Serviced Loan to the Special Servicer, who shall send such notice to the related Borrower.


 


Upon
determining that a Specially Serviced Loan has become a Corrected Mortgage Loan, the Special Servicer shall immediately give notice
thereof to the Master Servicer, and upon giving such notice, such Mortgage Loan or Serviced Whole Loan shall cease to be a Specially
Serviced Loan in accordance with the first proviso of the definition of Specially Serviced Loan, the Special Servicer’s
obligation to service such Mortgage Loan or Serviced Whole Loan shall terminate and the obligations of the Master Servicer to
service and administer such Mortgage Loan or Serviced Whole Loan as a Mortgage Loan or Serviced Whole Loan that is a Performing
Loan shall resume.


 


(b)         In
servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within
the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are in
the possession of the Special Servicer) and copies of any additional related Mortgage Loan information, including correspondence
with the related Borrower, and the Special Servicer shall promptly provide copies of all of the foregoing to the Master Servicer
as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.


 


(c)         Not
later than two Business Days preceding each date on which the Master Servicer is required to furnish a report under Section
3.13(a) of this Agreement to the Certificate Administrator, the Special Servicer shall deliver to the Certificate Administrator,
with a copy to the Trustee, the Operating Advisor and the Master Servicer, a written statement describing, on a loan by loan basis,
(i) the amount of all payments on account of interest received on each Specially Serviced Loan, the amount of all payments on
account of principal, including Principal Prepayments, on each Specially Serviced Loan, the amount of Net Insurance Proceeds and
Net Liquidation Proceeds received with respect to each Specially Serviced Loan, and with respect to REO Properties, the amount
of net income or net loss, as determined from management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any rental income that does not constitute Rents from Real Property with respect
to the Serviced REO Property relating to each applicable Specially Serviced Loan, in each case in accordance with Section 3.15
of this Agreement (it being understood and agreed that to the extent this information is provided in accordance with Section
3.13(g) of this Agreement, this Section 3.23(c) shall be deemed to be satisfied) and (ii) such additional information
relating to the Specially Serviced Loans as the Master Servicer, the Certificate Administrator or the Trustee reasonably request,
to enable it to perform its duties under this Agreement. Such statement and information shall be furnished to the Master Servicer
in writing and/or in such electronic media as is acceptable to the Master Servicer.


 






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(d)         Notwithstanding
the provisions of the preceding Section 3.23(c), the Master Servicer shall maintain ongoing payment records with respect
to each of the Specially Serviced Loans relating to a Mortgage Loan that it is servicing and shall provide the Special Servicer
and the Operating Advisor with any information reasonably required by the Special Servicer or the Operating Advisor to perform
its duties under this Agreement. The Special Servicer shall provide the Master Servicer with any information reasonably required
by the Master Servicer to perform its duties under this Agreement.


 


(e)         No
later than 45 days after a Serviced Mortgage Loan and, if applicable, any related Serviced Companion Loan becomes a Specially
Serviced Loan (the “Initial Delivery Date”), the Special Servicer shall deliver a report (the “Asset
Status Report”) with respect to such Mortgage Loan or Serviced Whole Loan and the related Mortgaged Property. Subsequent
to the issuance of a Final Asset Status Report, the Special Servicer shall prepare one or more additional Asset Status Reports
with respect to such Specially Serviced Loan (each such report a “Subsequent Asset Status Report”) to the extent
that during the course of the resolution of such Specially Serviced Loan material changes in the strategy reflected in the initial
Final Asset Status Report (or subsequent Final Asset Status Reports) are necessary to reflect the then current circumstances and
recommendation as to how the Specially Serviced Loan might be returned to performing status or otherwise liquidated in accordance
with the Servicing Standard. The Special Servicer shall deliver each Asset Status Report to the Master Servicer, the Directing
Holder (but (i) only if no Consultation Termination Event has occurred and is continuing and (ii) not with respect to any applicable
Excluded Loan), with respect to any related Serviced Companion Loan, to the extent the related Serviced Companion Loan has been
included in a securitization transaction, to the master servicer of such securitization into which the related Serviced Companion
Loan has been sold or to the holder of the related Serviced Companion Loan, the Operating Advisor (but, other than with respect
to an Excluded Loan, only if an Operating Advisor Consultation Event has occurred and is continuing), the 17g-5 Information Provider
(who shall promptly post such report to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this
Agreement), each related Serviced Companion Loan Noteholder, and upon request, the Underwriters and the Initial Purchasers; provided,
the Special Servicer shall not be required to deliver an Asset Status Report to the Directing Holder if the Special Servicer and
the Directing Holder are the same entity. A summary of each Asset Status Report shall be provided to the Certificate Administrator
and the Trustee. Such Asset Status Report shall set forth the following information to the extent reasonably determinable:


 


(i)          summary
of the status of such Specially Serviced Loan and any negotiations with the related Borrower;


 


(ii)         a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other
collateral for the related Mortgage Loan or Serviced Whole Loan and whether outside legal counsel has been retained;


 


(iii)        the
most current rent roll and income or operating statement available for the related Mortgaged Property;


 






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(iv)        (A)
the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including
the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for
regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Defaulted Loan or Serviced REO Property),
(B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered
by the Special Servicer in connection with the proposed or taken actions;


 


(v)         the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 


(vi)        a
description of any amendment, modification or waiver of a material term of any ground lease (or, with respect to a leasehold interest
that is a space lease or an air rights lease, any such space lease or air rights lease) or franchise agreement;


 


(vii)       the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)      an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net
present value calculation (including the applicable Calculation Rate used) and all related assumptions;


 


(ix)         the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an
explanation of those adjustments; and


 


(x)         such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


As
provided in Section 3.12(d), if a Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to the applicable
Servicing Shift Securitization Date, the Special Servicer shall service and administer such Servicing Shift Whole Loan and related
REO Property in the same manner as any other Specially Serviced Loan or Serviced REO Property, shall be entitled to all Special
Servicing Compensation earned with respect to such Serviced Whole Loan and shall have all the rights and obligations with respect
to such Serviced Whole Loan as Special Servicer of such Serviced Whole Loan.


 


With
respect to any Mortgage Loan other than an applicable Excluded Loan, for so long as no Control Termination Event has occurred
and is continuing, if within 10 Business Days of receiving an Asset Status Report, the Directing Holder does not disapprove such
Asset Status Report in writing, the Directing Holder will be deemed to have approved such Asset


 



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Status Report and the Special
Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, that such Special Servicer
may not take any action that is contrary to applicable law, this Agreement, the Servicing Standard (taking into consideration
the best interests of all the Certificateholders and, with respect to any Serviced Whole Loan, the related Serviced Companion
Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders
constituted a single lender) (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into
account the subordinate nature of such Subordinate Companion Loan)), the terms of the applicable Loan Documents or any related
Intercreditor Agreement. For so long as no Control Termination Event has occurred and is continuing, if the Directing Holder disapproves
such Asset Status Report within such 10 Business Day period, the Special Servicer will revise such Asset Status Report and deliver
to the Directing Holder, the Master Servicer, the 17g-5 Information Provider (who shall promptly post such report to the 17g-5
Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) and each related Serviced Companion
Loan Noteholder, a new Asset Status Report as soon as practicable, but in no event later than 30 days after such disapproval.
The Special Servicer shall revise such Asset Status Report as described above in this Section 3.23(e) until the Directing
Holder fails to disapprove such revised Asset Status Report in writing within 10 Business Days of receiving such revised Asset
Status Report or until the Special Servicer makes a determination consistent with the Servicing Standard, that such objection
is not in the best interests of all the Certificateholders and, with respect to any Serviced Whole Loan, the related Serviced
Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders
constituted a single lender and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into
account the subordinate nature of such Subordinate Companion Loan)). In any event, for so long as no Control Termination Event
has occurred and is continuing, if the Directing Holder does not approve an Asset Status Report within 60 Business Days from the
first submission of an Asset Status Report, the Special Servicer shall follow the Directing Holder’s direction, if such
direction is consistent with the Servicing Standard; provided, however, that if the Directing Holder’s direction
would cause the Special Servicer to violate the Servicing Standard, the Special Servicer may act upon the most recently submitted
form of Asset Status Report if consistent with the Servicing Standard. The procedures described in this paragraph are collectively
referred to as the “Directing Holder Asset Status Report Review Process”. Prior to an Operating Advisor Consultation
Event, the Special Servicer shall promptly deliver each Final Asset Status Report to the Operating Advisor following the completion
of the Directing Holder Asset Status Report Review Process.


 


The
Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report,
provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section, and in
particular, shall modify and resubmit such Asset Status Report to the Directing Holder (with a copy to the Trustee and the Certificate
Administrator) if (i) the estimated sales proceeds, foreclosure proceeds, workout or restructure terms or anticipated debt forgiveness
varies materially from the amount on which the original report was based or (ii) the related Borrower becomes the subject of bankruptcy
proceedings. Notwithstanding the foregoing, the Special Servicer (i) may, following the occurrence of an extraordinary event with
respect to the related Mortgaged Property, take any action set forth in such Asset Status Report before the expiration of a 10


 



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Business Day period if the Special Servicer has reasonably determined that failure to take such action would materially and adversely
affect the interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Serviced Companion Loan
Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted
a single lender (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the
subordinate nature of such Subordinate Companion Loan)), and it has made a reasonable effort to contact the Directing Holder and,
if any Serviced Whole Loan is involved, the related Serviced Companion Loan Noteholders and (ii) in any case, shall determine
whether such affirmative disapproval is not in the best interests of all the Certificateholders and, with respect to any Serviced
Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable,
Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with a related Subordinate
Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)) pursuant to the Servicing Standard,
and, upon making such determination, shall implement the recommended action outlined in the Asset Status Report. The Asset Status
Report is not intended to replace or satisfy any specific consent or approval right which the Directing Holder may have. Any Asset
Status Report delivered with respect to an Excluded Controlling Class Mortgage Loan shall be sent via email (or such other electronic
means mutually acceptable to the parties) in one or more separate files labeled by the Special Servicer “Excluded Information”
followed by the applicable loan number and loan name to cmbsexcludedinformation@wellsfargo.com.


 


The
Special Servicer shall have the authority to meet with the Borrower for any Specially Serviced Loan and take such actions consistent
with the Servicing Standard and the related Asset Status Report. The Special Servicer shall not take any action inconsistent with
the related Asset Status Report, unless such action would be required in order to act in accordance with the Servicing Standard,
this Agreement, applicable law or the related Loan Documents.


 


During
the continuance of an Operating Advisor Consultation Event, the Special Servicer shall promptly deliver each Asset Status Report
prepared in connection with a Specially Serviced Loan to the Operating Advisor (and, with respect to any Mortgage Loan that is
not an Excluded Loan applicable to the Directing Holder and only for so long as no Consultation Termination Event has occurred
and is continuing, the Directing Holder). During the continuance of an Operating Advisor Consultation Event, the Operating Advisor
shall provide comments to the Special Servicer in respect of each Asset Status Report, if any, within ten (10) Business Days following
the later of (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably requested by the
Operating Advisor and in the possession of the Special Servicer related thereto, and propose possible alternative courses of action
to the extent it determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders
that are holders of the Control Eligible Certificates), as a collective whole. The Special Servicer shall consider such alternative
courses of action, if any, and any other feedback provided by the Operating Advisor (and, with respect to any Mortgage Loan that
is not an Excluded Loan applicable to the Directing Holder and only for so long as no Consultation Termination Event has occurred
and is continuing, the Directing Holder) in connection with the Special Servicer’s preparation of any Asset Status Report
that is provided while an Operating Advisor Consultation Event is continuing. The Special Servicer may revise the Asset Status


 



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Report as it deems necessary to take into account any input and/or comments from the Operating Advisor (and, with respect to any
Mortgage Loan that is not an Excluded Loan applicable to the Directing Holder and only for so long as no Consultation Termination
Event has occurred and is continuing, the Directing Holder), to the extent the Special Servicer determines that the Operating
Advisor’s and/or Directing Holder’s input and/or recommendations are consistent with the Servicing Standard and in
the best interest of the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest
of the Certificateholders and the holders of the related Companion Loan, as a collective whole (taking into account the subordinate
or pari passu nature of such Companion Loan)). Promptly upon determining whether or not to revise any Asset Status Report
to take into account any input and/or comments from the Operating Advisor or the Directing Holder, the Special Servicer shall
revise the Asset Status Report, if applicable, and deliver to the Operating Advisor and the Directing Holder either the revised
Asset Status Report (until a Final Asset Status Report is issued). The procedures described in this paragraph are collectively
referred to as the “ASR Consultation Process”.


 


After
the occurrence and during the continuance of a Control Termination Event, the Directing Holder (and at any time with respect to
any applicable Excluded Loan) shall have no right to consent to any Asset Status Report under this Section 3.23. After
the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination
Event, the Directing Holder (except with respect to any applicable Excluded Loan) and, after the occurrence and during the continuance
of an Operating Advisor Consultation Event (or with respect to an Excluded Loan), the Operating Advisor, shall consult with the
Special Servicer (in person or remotely via electronic, telephonic or other mutually agreeable communication) and may propose
alternative courses of action and provide such other feedback as the Operating Advisor determines in respect of any Asset Status
Report. During the continuance of a Consultation Termination Event (and at any time with respect to any applicable Excluded Loan),
the Directing Holder (other than in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report
or otherwise consult with the Special Servicer with respect to Asset Status Reports and the Special Servicer shall only be obligated
to consult with the Operating Advisor with respect to any Asset Status Report as described above. The Special Servicer may choose
to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account
any input and/or recommendations of the Operating Advisor or the Directing Holder during the applicable periods described above,
but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing Holder. The Special
Servicer shall implement the Final Asset Status Report.


 


In
addition, with respect to a Serviced Whole Loan, such Asset Status Reports are subject to any non-binding consultation rights,
if any, that the holders of the related Pari Passu Companion Loans have pursuant to the related Intercreditor Agreement.


 


If
neither the Operating Advisor nor the Directing Holder proposes alternative courses of action within ten (10) Business Days after
receipt of such Asset Status Report, the Special Servicer shall implement the Asset Status Report as proposed by the Special Servicer.


 


No
direction, advice, consent, approval or disapproval of the Directing Holder or the Operating Advisor shall (a) require, permit
or cause the Special Servicer to violate the terms of a Specially Serviced Loan, any related Intercreditor Agreement, applicable
law or any


 



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provision of this Agreement, including, but not limited to, Section 3.09, Section 3.16, Section 3.18
and Section 3.25 and the Special Servicer’s obligation to act in accordance with the Servicing Standard and to
maintain the REMIC status of the Lower-Tier REMIC and the Upper-Tier REMIC and the grantor trust status of the Grantor Trust,
or (b) result in the imposition of a “prohibited transaction” or “contribution” tax under the REMIC Provisions,
or (c) expose the Master Servicer, the Special Servicer, the Depositor, the Trust Fund, the Certificate Administrator, the Paying
Agent, the Operating Advisor, the Trustee or their respective officers, directors, employees or agents to any claim, suit or liability
or (d) materially expand the scope of the Special Servicer’s, Certificate Administrator’s, Trustee’s or the
Master Servicer’s responsibilities under this Agreement. The Special Servicer shall not be required to follow any direction
of the Directing Holder described in this paragraph.


 


(f)          Unless
a Control Termination Event has occurred and is continuing, the Special Servicer shall deliver to the Operating Advisor only each
Final Asset Status Report.


 


Section
3.24     Special Instructions for the Master Servicer and/or Special Servicer. (a) Prior to
taking any action with respect to a Mortgage Loan or a Serviced Whole Loan secured by Mortgaged Properties located in a
“one-action” state, the Master Servicer or Special Servicer, as applicable, shall consult with legal counsel, the
fees and expenses of which shall be an expense of the Trust Fund (and, in the case of any Serviced Whole Loan, such expense
shall be allocated in accordance with the allocation provisions of the related Intercreditor Agreement).


 


(b)         The
Master Servicer shall send written notice to each Borrower (other than with respect to a Non-Serviced Mortgage Loan) and the related
Manager and clearing bank relating to a Serviced Mortgage Loan that it is servicing that, if applicable, it and/or the Trustee
has been appointed as the “Designee” of the “Lender” under any related Lock-Box Agreement.


 


(c)         Without
limiting the obligations of the Master Servicer hereunder with respect to the enforcement of a Borrower’s obligations under
the related Loan Documents, the Master Servicer agrees that it shall, in accordance with the Servicing Standard, enforce the provisions
of the Loan Documents relating to the Serviced Mortgage Loan that it is servicing with respect to the collection of Prepayment
Premiums and Yield Maintenance Charges.


 


(d)         If
a Rating Agency shall charge a fee in connection with providing a Rating Agency Confirmation, the Master Servicer shall require
the related Borrower (other than with respect to a Non-Serviced Mortgage Loan) to pay such fee to the extent not inconsistent
with the applicable Loan Documents. If such fee remains unpaid, such fee shall be an expense of the Trust Fund (allocated as an
Additional Trust Fund Expense in the same manner as Realized Losses as set forth in Section 4.01(e) of this Agreement)
and, (1) in the case of a Serviced Pari Passu Whole Loan with a Serviced Pari Passu Companion Loan (but not a Subordinate Companion
Loan), allocated in accordance with the allocation provisions of the related Intercreditor Agreement, the costs of which may be
advanced as a Servicing Advance.


 


(e)         The
Master Servicer shall, in accordance with the Servicing Standard, use commercially reasonable efforts to exercise on behalf of
the Trust any right of the Trust to recover any amounts owed by the Serviced Companion Loan Noteholders to the Trust Fund pursuant
to the related Intercreditor Agreement (but in the case of any Serviced Subordinate


 



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Companion Loan, subject to Section 1.02).
The cost of such enforcement on behalf of the Trust shall be paid and reimbursable as a Servicing Advance.


 


(f)          With
respect to a Serviced Mortgage Loan and any related Serviced Companion Loan with a Stated Principal Balance equal to or greater
than the lesser of 5% of the Stated Principal Balance of all Mortgage Loans held by the Trust Fund and $35,000,000, or with respect
to any Mortgage Loan that is one of the ten largest Mortgage Loans based on Stated Principal Balance, to the extent not inconsistent
with the related Mortgage Loan or Serviced Whole Loan, the Master Servicer shall not consent to a change of franchise affiliation
with respect to a Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced Mortgage Loan) serviced hereunder
or the property manager with respect to a Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced Mortgage
Loan) serviced hereunder unless the Master Servicer obtains a Rating Agency Confirmation relating to the Certificates and Serviced
Companion Loan Securities, if any.


 


Section
3.25     Certain Rights and Obligations of the Master Servicer and/or the Special Servicer.
(a) Notwithstanding any other provision of this Agreement, neither the Master Servicer nor the Special Servicer shall be
required to take or refrain from taking any action pursuant to instructions from the Directing Holder or a Non-Controlling
Note Holder, or due to any failure to approve an action by the Directing Holder, or due to any objection by the Directing
Holder or a Non-Controlling Note Holder that would (i) cause any one of them to violate applicable law, the terms of any Loan
Documents, any Intercreditor Agreement, this Agreement, including the Servicing Standard, or the REMIC Provisions of the
Code, (ii) expose the Master Servicer, the Special Servicer, the Depositor, the Paying Agent, a Mortgage Loan Seller, the
Trust Fund, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator (in any of
its capacities), or the Custodian or their respective Affiliates, officers, directors, employees or agents to any claim, suit
or liability, (iii) materially expand the scope of the Master Servicer’s or the Special Servicer’s
responsibilities, or (iv) cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner that is not
in the best interests of the Certificateholders.


 


(b)         The
Master Servicer and the Special Servicer, as applicable, shall discuss with the Directing Holder (for so long as no Consultation
Termination Event has occurred and other than with respect to any applicable Excluded Loan) and the Operating Advisor, on a monthly
basis, the performance of any Mortgage Loan or Serviced Whole Loan that is a Specially Serviced Loan, which is delinquent, has
been placed on a “Watch List” or has been identified by the Master Servicer or the Special Servicer as exhibiting
deteriorating performance.


 


Section
3.26     Modification, Waiver, Amendment and Consents. (a) Subject to Sections 3.25, Section
3.26(f) and 3.27, and, if applicable, each Intercreditor Agreement, (i) with respect to any Performing Loan and
actions that do not involve Special Servicer Major Decisions, the Master Servicer, or (ii) with respect to (A) any Specially
Serviced Loan and (B) Special Servicer Major Decisions irrespective of whether the related Mortgage Loan is a Performing
Loan, the Special Servicer, in each case subject to (x) the rights of the Directing Holder and (y) with respect to a Serviced
Whole Loan with a Subordinate Companion Loan, the rights of the holder of the related Subordinate Companion Loans, and, after
consultation with the Operating Advisor (if an Operating Advisor Consultation Event has occurred and is continuing and to the
extent the Operating Advisor has consultation rights pursuant to Section 3.23(e),


 



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Section 3.31 and Section
6.07 of this Agreement), may modify, waive, amend, consent or take such other action with respect to any term of any
Serviced Mortgage Loan and any related Serviced Companion Loan if such modification, waiver, amendment, consent or other
action (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of
such Mortgage Loan or Serviced Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise cause
an Adverse REMIC Event. Each of the Master Servicer and the Special Servicer may conclusively rely on an Opinion of Counsel
in meeting this requirement. In order to meet the foregoing requirements, in the case of a release of real property
collateral securing a Mortgage Loan, the Master Servicer or Special Servicer, as applicable, shall observe the REMIC
requirements of the Code with respect to a required payment of principal if the loan-to-value ratio immediately after the
release exceeds 125% with respect to the related real property collateral. In connection with (i) the release of a Mortgaged
Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged
Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Loan
Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of
the related Borrower of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair
market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of
REMIC qualification of the related Mortgage Loan or Serviced Whole Loan, then such calculation shall exclude the value of any
personal property and going concern value, if any. If, following any such release or taking, the loan-to-value ratio as so
calculated is greater than 125%, the Master Servicer or Special Servicer, as applicable, shall require payment of principal
by a “qualified amount” as determined under Revenue Procedure 2010-30 or successor provisions, unless the related
Borrower provides an Opinion of Counsel that if such amount is not paid the related Mortgage Loan will not fail to be a
Qualified Mortgage.


 


Notwithstanding
the foregoing, the Master Servicer and the Special Servicer may mutually agree that the Master Servicer will process any of the
foregoing matters that are Special Servicer Major Decisions with respect to any Performing Loan. If the Master Servicer and the
Special Servicer mutually agree that the Master Servicer will process any Special Servicer Major Decision with respect to a Performing
Loan, the Master Servicer shall obtain the consent (or deemed consent) of the Special Servicer as provided in Section 3.26(m).


 


(b)         Neither
the Master Servicer nor the Special Servicer may extend the Maturity Date of any Mortgage Loan, Serviced Whole Loan or Specially
Serviced Loan beyond the date that is the date occurring later than the earlier of (1) five years prior to the Rated Final Distribution
Date and (2) in the case of a Mortgage Loan, Serviced Whole Loan or Specially Serviced Loan secured solely or primarily by the
related Borrower’s interest in a ground lease (or, with respect to a leasehold interest where the related Borrower is the
lessee and that is a space lease or an air rights lease, such space lease or air rights lease), the date that is 20 years prior
to the expiration date of such ground lease (or, with respect to a leasehold interest where the related Borrower is the lessee
and that is a space lease or an air rights lease, such space lease or air rights lease) (or 10 years prior to the expiration date
of such lease if the Master Servicer or the Special Servicer, as applicable gives due consideration to the remaining term of such
ground lease (or, with respect to a leasehold interest where the Borrower is the lessee and that is a space lease or an air rights
lease, such space lease or air rights lease) and such extension is in the best


 



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interest of the Certificateholders and, with respect
to a Serviced Whole Loan, the related Serviced Companion Loan Noteholder (as a collective whole as if such Certificateholders
and (with respect to a Serviced Whole Loan) Serviced Companion Loan Noteholder constituted a single lender (and with respect to
any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate
Companion Loan)) and, if no Control Termination Event has occurred and is continuing, with the consent of the Directing Holder).


 


(c)         Neither
the Master Servicer nor the Special Servicer shall permit any Borrower to add or substitute any collateral for an outstanding
Serviced Mortgage Loan and any related Serviced Companion Loan, which collateral constitutes real property, unless the Master
Servicer or the Special Servicer, as applicable, shall have obtained a Rating Agency Confirmation relating to the Certificates
and Serviced Companion Loan Securities, if any.


 


(d)         Any
payment of interest, which is deferred pursuant to any modification, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to Certificateholders or, if applicable, Serviced Companion
Loan Noteholders, be added to the unpaid principal balance of the related Mortgage Loan or Serviced Whole Loan, notwithstanding
that the terms of such Mortgage Loan or Serviced Whole Loan or such modification, waiver or amendment so permit.


 


(e)         Except
for waivers of Penalty Charges and waivers of notice periods, all material modifications, waivers and amendments of the Serviced
Mortgage Loans and any related Serviced Companion Loans in accordance with this Section 3.26 or Section 3.27 of
this Agreement (with respect to Serviced Whole Loans) shall be in writing.


 


(f)          The
Master Servicer or the Special Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, the Directing
Holder (other than if a Consultation Termination Event has occurred and is continuing), the Operating Advisor (only if an Operating
Advisor Consultation Event has occurred and is continuing), the Depositor, the related Serviced Companion Loan Noteholder (if
any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website
pursuant to Section 3.14(d) of this Agreement), in writing, of any modification, waiver, material consent or amendment
of any term of any Serviced Mortgage Loan and any related Serviced Companion Loan and the date thereof, and shall deliver to the
Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver,
material consent or amendment, promptly (and in any event within 10 Business Days) following the execution thereof.


 


(g)         The
Master Servicer or the Special Servicer may (subject to the Servicing Standard), as a condition to granting any request by a Borrower
for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant
to the terms of the instruments evidencing or securing the related Mortgage Loan or Serviced Whole Loan and is permitted by the
terms of this Agreement and applicable law, require that such Borrower pay to it (i) as additional servicing compensation, a reasonable
and customary fee for the additional services performed in connection with such request (provided that the charging of
such fee would not constitute a “significant modification” of the related Mortgage Loan or Serviced Whole Loan within
the meaning of Treasury Regulations Section 1.860G-2(b)), and (ii) any related costs and expenses incurred by it. In no event
shall the Master Servicer or the


 



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Special Servicer be entitled to payment for such fees or expenses unless such payment is collected
from the related Borrower.


 


(h)         Notwithstanding
the foregoing, the Master Servicer shall not permit the substitution of any Mortgaged Property pursuant to the defeasance provisions
of any Mortgage Loan or Serviced Whole Loan (or any portion thereof), if any, unless such defeasance complies with Treasury Regulations
Section 1.860G-2(a)(8) and satisfies the conditions set forth in Section 3.09(f) of this Agreement.


 


(i)          Notwithstanding
anything herein or in the related Loan Documents to the contrary, the Master Servicer may permit the substitution of direct, non-callable
“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other
securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (including U.S. government agency securities if such
securities are eligible defeasance collateral under then current guidelines of the Rating Agencies) for any Mortgaged Property
pursuant to the defeasance provisions of any Serviced Mortgage Loan and any related Serviced Companion Loan (or any portion thereof)
in lieu of the defeasance collateral specified in the related Loan Documents; provided that, the Master Servicer reasonably
determines that allowing their use would not cause a default or event of default under the related Loan Documents to become reasonably
foreseeable and the Master Servicer receives an Opinion of Counsel (at the expense of the Borrower to the extent permitted under
the Loan Documents) to the effect that such use would not be and would not constitute a “significant modification”
of such Mortgage Loan or Serviced Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise cause
an Adverse REMIC Event and provided, that the requirements set forth in Section 3.09(f) of this Agreement are satisfied.


 


Notwithstanding
the foregoing, with respect to (i) all of the Mortgage Loans originated or acquired by GACC that are subject to defeasance, and
(ii) all of the Mortgage Loans originated or acquired by CREFI that are subject to defeasance, each of GACC and CREFI, as applicable,
has transferred to a third party or has retained on behalf of itself or an Affiliate the right to establish or designate the successor
borrower and/or to purchase or cause to be purchased the related defeasance collateral (any such right or obligation, the “Retained
Defeasance Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect
to a Mortgage Loan for which GACC or CREFI, as applicable, is the related Mortgage Loan Seller, which such Mortgage Loan provides
for Retained Defeasance Rights and Obligations in the related Mortgage Loan documents, the Master Servicer shall provide, within
five (5) Business Days of receipt of such notice, written notice of such defeasance request to GACC or CREFI, as applicable, in
the case of any such Mortgage Loan for which GACC or CREFI, as applicable, is the related Mortgage Loan Seller. Until such time
as GACC or CREFI, as applicable, provides the Master Servicer with written notice to the contrary, the notice of a defeasance
of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which (i) GACC is the related Mortgage Loan Seller shall
be delivered to German American Capital Corporation, 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye with copies
via email to cmbs.requests@db.com, and (ii) CREFI is the related Mortgage Loan Seller shall be delivered to Citi Real Estate
Funding Inc., 390 Greenwich Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson, Facsimile: (212) 723-8599,
with a copy to Citi Real Estate Funding Inc., 388 Greenwich Street, 17th Floor, New York, New York


 



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 10013, Attention: Ryan O’Connor,
and with copies by electronic mail to richard.simpson@citi.com and ryan.m.oconnor@citi.com and. With respect to
any Mortgage Loan originated or acquired by GACC or CREFI, as applicable, that is subject to defeasance, if the successor borrower
is not designated or formed by GACC or CREFI, as the case may be, or any Affiliate or successor thereto, the successor borrower
shall be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.


 


(j)          If
required under the related Loan Documents or if otherwise consistent with the Servicing Standard, the Master Servicer shall establish
and maintain one or more accounts, which may be sub-accounts of the Collection Account (the “Defeasance Accounts”),
into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged Property
shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Loan Documents. Each Defeasance
Account shall at all times be an Eligible Account. Notwithstanding the foregoing, in no event shall the Master Servicer permit
such amounts to be maintained in the Defeasance Account for a period in excess of 12 months, unless such amounts are reinvested
by the Master Servicer in “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required
or permitted to be placed in a separate account, the Master Servicer shall deposit all payments received by it from defeasance
collateral substituted for any Mortgaged Property into the Collection Account or, if a Serviced Whole Loan is involved, the Serviced
Whole Loan Collection Account and treat any such payments as payments made on the Mortgage Loan or Serviced Whole Loan, as applicable,
in advance of its Due Date in accordance with clause (a) of the definition of Principal Distribution Amount, and not as a prepayment
of the related Mortgage Loan or Serviced Whole Loan. Notwithstanding anything herein to the contrary, in no event shall the Master
Servicer permit such amounts to be maintained in the Collection Account or, if a Serviced Whole Loan is involved, the Serviced
Whole Loan Collection Account for a period in excess of 365 days.


 


(k)         Any
right to take any action, grant or withhold any consent or otherwise exercise any right, election or remedy afforded the Directing
Holder under this Agreement may, unless otherwise expressly provided herein to the contrary, be affirmatively waived by the Directing
Holder by written notice given to the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as
applicable. Upon delivery of any such notice of waiver given by the Directing Holder, any time period (exclusive or otherwise)
afforded the Directing Holder to exercise any such right, make any such election or grant or withhold any such consent shall thereupon
be deemed to have expired with the same force and effect as if the specific time period set forth in this Agreement applicable
thereto had itself expired. If the Master Servicer or Special Servicer determines that a refusal to consent by the Directing Holder
or any advice from the Directing Holder would cause the Master Servicer or Special Servicer, as applicable, to violate applicable
law, the terms of the applicable Loan Documents, any related Intercreditor Agreements, the REMIC Provisions or the terms of this
Agreement, including without limitation, the Servicing Standard, the Master Servicer or Special Servicer shall disregard such
refusal to consent or advice and notify the Directing Holder, the Trustee, the Certificate Administrator, the related Serviced
Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to


 



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Section 3.14(d) of this Agreement) of its determination, including a reasonably detailed
explanation of the basis therefor.


 


(l)          Any
modification, waiver or amendment of, or consents or approvals relating to, a Mortgage Loan or Serviced Whole Loan that is a Specially
Serviced Loan or Serviced REO Loan (i) shall be performed by the Special Servicer and not the Master Servicer, (ii) to the extent
provided in this Agreement and/or the applicable Intercreditor Agreement, shall be subject to the consent of the related Directing
Holder and (iii) shall be structured so as to be consistent with the allocation and payment priorities in the related Loan Documents
and Intercreditor Agreement, if any, such that neither the Trust as holder of the Mortgage Loan nor a holder of any related Serviced
Companion Loan gains a priority over the other such holder that is not reflected in the related Loan Documents and Intercreditor
Agreement.


 


(m)        In
addition, with respect to a Performing Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer, prior to taking action
with respect to any Special Servicer Major Decision (or making a determination not to take action with respect to a Special Servicer
Major Decision), shall refer the request to the Special Servicer, which shall process the request directly or, if mutually agreed
to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer)
process such request. If the Master Servicer processes such request and is recommending approval of such request, the Master Servicer
shall prepare and submit its written recommendation and analysis to the Special Servicer with all information in the Master Servicer’s
possession that the Special Servicer may reasonably request in order to withhold or grant its consent, and in all cases the Special
Servicer shall be entitled (subject to the consultation rights of the Operating Advisor or the consent or consultation rights
of the Directing Holder pursuant to Section 6.07) to approve or disapprove any modification, waiver or amendment that constitutes
a Special Servicer Major Decision. When the Special Servicer’s consent is required hereunder, such consent shall be deemed
given 15 Business Days, or such longer time period pursuant to the terms of the related Intercreditor Agreement but not less than
five (5) Business Days after the time period set forth therein for Directing Holder approval, (or in connection with an Acceptable
Insurance Default, 90 days) after receipt (unless earlier objected to) by the Special Servicer from the Master Servicer of the
Master Servicer’s written analysis and recommendation with respect to such proposed Special Servicer Major Decision together
with such other information reasonably requested by the Special Servicer and reasonably available to the Master Servicer. Prior
to the occurrence and continuance of a Control Termination Event, neither the Master Servicer (with respect to any Major Decision
processed by the Master Servicer) nor the Special Servicer (with respect to any Major Decision processed by the Special Servicer)
will be permitted to take any action constituting a Major Decision, as to which the Directing Holder has objected in writing within
10 Business Days (or, in connection with an Acceptable Insurance Default, 30 days) after receipt by the Directing Holder of the
Master Servicer’s and/or Special Servicer’s, as applicable, written analysis and recommendation together with such
other information reasonably requested by the Directing Holder; provided that if such written objection has not been received
by the Master Servicer or Special Servicer, as applicable, within such 10-Business Day (or 30-day) period, the Directing Holder
will be deemed to have approved such action.


 


(n)         The
Master Servicer shall provide the Special Servicer with any notice that it receives relating to a default by the borrower under
a ground lease where the collateral for


 



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the Mortgage Loan includes the ground lease, and the Special Servicer will determine in
accordance with the Servicing Standard whether to cure any borrower defaults relating to ground leases.


 


(o)         With
respect to any Borrower request or other action on a non-Specially Serviced Loan that is not a Major Decision, the Master Servicer
shall not be required to obtain the consent of or consult with the Special Servicer or the Directing Holder.


 


Section
3.27     Certain Intercreditor Matters Relating to the Whole Loans. (a) With respect to Serviced Whole Loans, except
for those duties to be performed by, and notices to be furnished by, the Trustee under this Agreement, the Master Servicer or
the Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of
the Trust Fund as may be the obligation of the Trust, or the obligation of the master servicer or the special servicer, as
applicable, following securitization, under the related Intercreditor Agreement.


 


(b)         The
Master Servicer shall maintain a register (the “Serviced Companion Loan Noteholder Register”) on which the
Master Servicer shall record the names and addresses of the Serviced Companion Loan Noteholders and wire transfer instructions
for such Serviced Companion Loan Noteholders from time to time, to the extent such information is provided in writing to the Master
Servicer by a Serviced Companion Loan Noteholder. Each Serviced Companion Loan Noteholder has agreed to inform the Master Servicer
of its name, address, taxpayer identification number and wiring instructions (to the extent the foregoing information is not already
contained in the related Intercreditor Agreement) and of any transfer thereof (together with any instruments of transfer). The
name and address of each initial Serviced Companion Loan Noteholder as of the Closing Date is set forth on Schedule VII
hereto. The Master Servicer shall be entitled to conclusively rely upon the information delivered by any Serviced Companion Loan
Noteholder until it receives notice of transfer or of any change in information.


 


In
no event shall the Master Servicer be obligated to pay any party the amounts payable to a Serviced Companion Loan Noteholder hereunder
other than the Person listed as the applicable Serviced Companion Loan Noteholder on the Serviced Companion Loan Noteholder Register.
In the event that a Serviced Companion Loan Noteholder transfers the related Serviced Companion Loan without notice to the Master
Servicer, the Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Companion Loan and
shall have no obligation to recover and redirect such payment.


 


The
Master Servicer shall promptly provide the names and addresses of any Serviced Companion Loan Noteholder to any party hereto,
any related Companion Loan Noteholder or any successor thereto upon written request, and any such party or successor may, without
further investigation, conclusively rely upon such information. The Master Servicer shall have no liability to any Person for
the provision of any such names and addresses.


 


(c)         The
Directing Holder shall not owe any fiduciary duty to the Trustee, any Master Servicer, any Special Servicer, any Certificateholder
(including the Directing Holder, if applicable) or any noteholder of a Serviced Whole Loan. The Directing Holder will not have
any liability to the Certificateholders (including the Directing Holder, if applicable) or any other


 



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noteholder of a Serviced
Whole Loan, as applicable, for any action taken, or for refraining from the taking of any action or the giving of any consent,
pursuant to this Agreement, or for errors in judgment.


 


(d)         With
respect to any Serviced Whole Loan, the Directing Holder shall be entitled to exercise the consent rights, cure rights and purchase
rights, as applicable, to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms of the
related Intercreditor Agreement and this Agreement.


 


(e)         The
Special Servicer (if any Serviced Companion Loan is a Specially Serviced Loan or has become a Serviced REO Loan) or the Master
Servicer (otherwise), as applicable, shall take all actions relating to the servicing and/or administration of, and (subject to
Section 3.13 and Section 3.17 of this Agreement and the following paragraph) the preparation and delivery of reports
and other information with respect to, the Serviced Whole Loan related to any Serviced Companion Loan or any related Serviced
REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed by a servicer,
in any case pursuant to and as required by each related Intercreditor Agreement and/or any related mezzanine intercreditor agreement
existing on the Closing Date and any related Intercreditor Agreement or mezzanine intercreditor agreement not existing on the
Closing Date that is provided to the Master Servicer or Special Servicer, as applicable. In addition notwithstanding anything
herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Companion Loan:


 


(i)          none
of the Master Servicer, the Special Servicer or the Trustee shall make any P&I Advance with respect to the Serviced Companion
Loan; and


 


(ii)         the
Master Servicer and the Special Servicer shall each consult with and obtain the consent of the related Serviced Companion Loan
Noteholder(s) to the extent required by the related Intercreditor Agreement.


 


The
Master Servicer or Special Servicer, as applicable, shall timely provide to each related Serviced Companion Loan Noteholder any
reports or notices required to be delivered to such Serviced Companion Loan Noteholder pursuant to the related Intercreditor Agreement,
and the Special Servicer shall reasonably cooperate with the Master Servicer and the Master Servicer shall reasonably cooperate
with the Special Servicer in preparing/delivering any such report or notice with respect to special servicing matters.


 


If
any Serviced Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor
trust” (within the meaning of the Grantor Trust Provisions), then neither the Master Servicer nor the Special Servicer shall
knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely
affect the tax status of such grantor trust as a grantor trust.


 


The
parties hereto acknowledge that a Serviced Companion Loan Noteholder shall not (1) owe any fiduciary duty to the Trustee, the
Certificate Administrator, the Master Servicer, the Special Servicer or any Certificateholder or (2) have any liability to the
Trustee or the Certificateholders for any action taken, or for refraining from the taking of any action pursuant to the related
Intercreditor Agreement or the giving of any consent or for errors in


 



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judgment. Each Certificateholder, by its acceptance of a
Certificate, shall be deemed to have confirmed its understanding that a Serviced Companion Loan Noteholder (i) may take or refrain
from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special
relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take
no action against a Serviced Companion Loan Noteholder or any of its officers, directors, employees, principals or agents as a
result of such special relationships or conflicts and (iii) shall not be liable by reason of its having acted or refrained from
acting solely in its interest or in the interest of its affiliates.


 


The
parties hereto recognize and acknowledge the respective rights of each Serviced Companion Loan Noteholder under the related Intercreditor
Agreement. Each of the rights of a Serviced Companion Loan Noteholder under or contemplated by this Section 3.27(e) may
be exercisable by a designee thereof on its behalf; provided that the Master Servicer, the Special Servicer, the Certificate
Administrator and the Trustee are provided with written notice by the related Serviced Companion Loan Noteholder of such designation
(upon which such party may conclusively rely) and the contact details of the designee.


 


Notwithstanding
anything herein or in the Intercreditor Agreement to the contrary, no direction or objection by the Serviced Companion Loan Noteholder
may require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision of any Mortgage Loan,
applicable law, this Agreement, any Intercreditor Agreement or the REMIC Provisions, including without limitation the Master Servicer’s
or Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special
Servicer, the Depositor, a Mortgage Loan Seller, the Operating Advisor, the Asset Representations Reviewer, the Paying Agent,
the Trust Fund, the Certificate Administrator (in any of its capacities) or the Trustee to liability, or materially expand the
scope of the Master Servicer’s or Special Servicer’s responsibilities hereunder.


 


Any
reference to servicing any of the Mortgage Loans in accordance with any of the related Loan Documents (including the related Mortgage
Note and Mortgage) shall also mean, in the case of a Serviced Whole Loan, in accordance with the related Intercreditor Agreement.


 


To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Serviced Whole Loan or a Non-Serviced Whole Loan are deemed incorporated herein by reference, and the parties
hereto shall comply with those provisions as if set forth herein in full.


 


For
purposes of exercising any rights that the Directing Holder of the Mortgage Note for any Mortgage Loan in a Serviced Whole Loan
may have under the related Intercreditor Agreement, the Directing Holder shall be the designee of the Trust, as such noteholder,
and the Trustee shall, upon request, take such actions as may be necessary under the related Intercreditor Agreement to effect
such designation. The Certificate Administrator shall provide notice of the identity of the Directing Holder (to the extent the
Certificate Administrator has received notice of a change in the identity of the Directing Holder), upon request, to the other
parties to the related Intercreditor Agreement, to the extent the identity and contact information of such parties to such Intercreditor
Agreement are actually known to the Certificate Administrator.


 






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(f)          With
respect to a Non-Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above described information
in Section 3.13(c) and Section 3.13(d) hereof to the same Persons as described above in Section 3.13(c) and
Section 3.13(d) and according to the same time frames as described above in Section 3.13(c) and Section 3.13(d),
to the extent such Master Servicer has timely received such information from the Other Servicer under the Other Pooling and Servicing
Agreement.


 


Promptly
following the Closing Date or, as applicable, upon the receipt of notice by the Certificate Administrator of a Servicing Shift
Securitization Date, the Certificate Administrator shall send written notice (which notice may be by email) substantially in the
form of Exhibit EE hereto, accompanied by a copy of an executed version of this Agreement, with respect to each Non-Serviced
Mortgage Loan to each applicable Other Depositor, Other Servicer, Other Special Servicer, Other Trustee, Other Operating Advisor
and Other Asset Representations Reviewer stating that, as of the Closing Date, the Trustee is the holder of the applicable Non-Serviced
Mortgage Loan and directing each such recipient to remit to the Master Servicer no later than one (1) Business Day after each
Determination Date all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master
Servicer no later than one (1) Business Day after each Determination Date all reports, statements, documents, communications and
other information that are to be forwarded, delivered or otherwise made available to, the holder of the applicable Non-Serviced
Mortgage Loan under the related Intercreditor Agreement and Other Pooling and Servicing Agreement. Such notice shall also provide
contact information for the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Directing Holder,
the 17g-5 Information Provider and the Rating Agencies.


 


With
respect to a Non-Serviced Mortgage Loan, if the applicable Other Servicer, Other Special Servicer or Other Trustee shall be replaced
in accordance with the terms of the related Other Pooling and Servicing Agreement, promptly upon notice thereof, the applicable
party to this Agreement that receives such notice shall, upon request, acknowledge such successor as the successor to the Other
Servicer, Other Special Servicer or Other Trustee, as the case may be.


 


With
respect to a Non-Serviced Mortgage Loan, upon its receipt of written notice of the replacement of the Master Servicer, the Special
Servicer or the Trustee, the Certificate Administrator shall give prompt written notice thereof to each related Other Servicer,
Other Special Servicer, Other Trustee and Other Operating Advisor, together with relevant contact information of the successor
Master Servicer, Special Servicer or Trustee, as applicable.


 


With
respect to each Serviced Whole Loan, the Master Servicer or the Special Servicer, as applicable, shall provide each Companion
Loan Noteholder and, if applicable, related Non-Directing Holder (or its designee or representative), within the same time frame
and to the same extent it is required to provide such information and materials to the Certificateholders or the Directing Holder,
as applicable (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information
as a result of a Consultation Termination Event), hereunder with (1) copies of each financial statement received by the Master
Servicer pursuant to the terms of the related Loan Documents, (2) copies of any notice of default sent to the Borrower and (3)
subject to the terms of the Loan Documents, copies of any other documents or information relating to the Serviced Whole Loan (including,
without


 



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limitation, property inspection reports, loan servicing statements, Borrower requests and asset status reports) that the
Master Servicer delivers to the related Directing Holder and copies of any other notice, information or report that it is required
to provide to the Directing Holder pursuant to this Agreement with respect to any Major Decision or with respect to any “major
decisions” or “major actions” as set forth in the related Intercreditor Agreement or the implementation of any
recommended actions outlined in an Asset Status Report relating to such Serviced Whole Loan. Any copies to be furnished by the
Master Servicer or the Special Servicer may be furnished by hard copy or electronic means.


 


(g)         With
respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such analogous
term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement,
the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations
Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the
Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the Other Asset
Representations Reviewer or such other requesting party (not at its own expense or the expense of the Trust but at the expense
of the related mortgage loan seller, such Other Asset Representations Reviewer or such other requesting party to the Other Pooling
and Servicing Agreement), but only to the extent that (i) Other Asset Representations Reviewer or such other requesting party
has not been able to obtain such documents from the related mortgage loan seller or any party to the related Other Pooling and
Servicing Agreement, and (ii) such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or
the Custodian, as the case may be. For the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Trustee
or the Custodian (i) shall have any further obligations with respect to any such asset review nor shall any such party be bound
by the results of any such asset review, or (ii) shall be obligated to provide such documents if providing such documents, in
its reasonable determination, would be a violation of this Agreement or any related Intercreditor Agreement.


 


(h)         To
the extent that the Other Pooling and Servicing Agreement or Intercreditor Agreement relating to any Non-Serviced Whole Loan permits
the holder of the related Non-Serviced Mortgage Loan to terminate the related Other Servicer or Other Special Servicer or appoint
a sub-servicer or replacement therefor, the Trustee may, and at the written direction of the Holders of at least 25% of the aggregate
Voting Rights of all Certificates (or the Depositor with respect to any such right arising from such Other Servicer’s or
Other Special Servicer’s failure to comply with Exchange Act reporting obligations) upon five (5) Business Days’ notice,
shall, exercise the right to terminate the related Other Servicer or Other Special Servicer or appoint a sub-servicer or replacement
therefor, as applicable.


 


(i)           To
the extent of any conflict between this Agreement and any Intercreditor Agreement, the terms of the Intercreditor Agreement shall
control.


 


Section
3.28     Directing Holder Contact with the Master Servicer and the Special Servicer. Each of
the Master Servicer and the Special Servicer shall, not more frequently than once per month, without charge, make a
knowledgeable Servicing Officer via telephone available during normal business hours to verbally answer questions from the
Directing Holder (for so long as no Consultation Termination Event has occurred and is continuing) and the


 



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Operating Advisor
regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the
Special Servicer, as the case may be, is responsible.


 


Section
3.29     Controlling Class Certificateholders and the Directing Holder; Certain Rights and Powers of the Directing
Holder. (a) Each Certificateholder and Certificate Owner of a Control Eligible Certificate is hereby deemed to have
agreed by virtue of its purchase of such Certificate (or beneficial ownership interest in such Certificate) to provide its
name and address to the Certificate Registrar and to notify the Certificate Registrar of the transfer of any Control Eligible
Certificate (or the beneficial ownership of any Control Eligible Certificate), the selection of a Directing Holder or the
resignation or removal thereof. Any such Certificateholder (or Certificate Owner) or its designee at any time appointed
Directing Holder is hereby deemed to have agreed by virtue of its purchase of a Control Eligible Certificate (or the
beneficial ownership interest in a Control Eligible Certificate) to notify the Certificate Registrar when such
Certificateholder (or Certificate Owner) or designee is appointed Directing Holder and when it is removed or resigns. Upon
receipt of such notice, the Certificate Registrar shall notify the Special Servicer, the Master Servicer, the Certificate
Administrator, the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Trustee, each Serviced Companion
Loan Noteholder of the identity of the Directing Holder, any resignation or removal thereof and/or any new Holder or
Certificate Owner of a Control Eligible Certificate.


 


On
the Closing Date, the initial Directing Holder shall execute a certification substantially in the form of Exhibit L-1G
to this Agreement. Upon the resignation or removal of the existing Directing Holder, any successor Directing Holder shall also
execute and deliver a certification substantially in the form of Exhibit L-1G to this Agreement to the parties to this
Agreement prior to being recognized as the new Directing Holder.


 


In
addition, upon the request of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or, for so long as no Consultation Termination Event has occurred and is continuing, the Directing Holder, the Certificate
Registrar shall promptly (but no later than five (5) Business Days after such request) provide to the requesting party the identity
of the then-current Controlling Class and a list of the Holders of Certificates of the Controlling Class. However, if any Certificate
of the Controlling Class is a Global Certificate, then the Certificate Administrator shall promptly (but in no event more than
five (5) Business Days following such request) request from the Depository, with the assistance of the Trustee, the list of Depository
Participants for the Controlling Class and make reasonable efforts to obtain a list of Certificate Owners from such Depository
Participants, and the Certificate Administrator shall provide such list of Depository Participants and such list of Certificate
Owners (to the extent the Certificate Administrator obtains such list of Certificate Owners), to the requesting party promptly
upon receipt. The Certificate Administrator shall be entitled to conclusively rely on the list of Depository Participants for
the Controlling Class provided by the Depository and the list of Certificate Owners provided by any Depository Participant and
shall not have any liability for such reliance; provided that, if any Certificate of the Controlling Class is a Global
Certificate and the Certificate Administrator has actual knowledge of the identity of the related Certificate Owners, then the
Certificate Administrator shall include such Certificate Owner in the list provided to any requesting party pursuant to first
sentence of this paragraph. The Master Servicer, the Special Servicer, the Trustee, the Operating


 



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Advisor and the Directing Holder
shall be entitled to conclusively rely on any such information so provided. Any expenses incurred in connection with obtaining
such information shall be at the expense of the requesting party, except that if (i) such expenses arise in connection with an
event as to which the Directing Holder has review, consent or consultation rights with respect to an action taken by, or report
prepared by, the requesting party pursuant to this Agreement or the related Other Pooling and Servicing Agreement or in connection
with a request made by the Operating Advisor in connection with its obligation under this Agreement to deliver a copy of the Operating
Advisor Annual Report to the Directing Holder and (ii) the requesting party has not been notified of the identity of the Directing
Holder or reasonably believes that the identity of the Directing Holder has changed, then such expenses shall be at the expense
of the Trust.


 


To
the extent the Master Servicer has actual knowledge of any change in the identity of a Holder (or Certificate Owners) of the Controlling
Class, then the Master Servicer shall promptly notify the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Special Servicer thereof, who may rely conclusively on such notice from the Master Servicer.


 


(b)         The
initial Directing Holder on the Closing Date shall be Barings LLC. The Certificate Registrar shall be entitled to assume Barings
LLC, or any subsequent Directing Holder selected in accordance with this Agreement and notified to the Certificate Registrar thereof
in writing, is the Directing Holder appointed by the Holder (or Certificate Owner) of each Class of Control Eligible Certificates,
until the Certificate Registrar receives (i) written notice of a replacement Directing Holder from a majority of the Controlling
Class Certificateholders by Certificate Balance, (ii) written notice from a majority of the Controlling Class Certificateholders,
by Certificate Balance, that a Directing Holder is no longer designated, (iii) written notice from a Directing Holder of the resignation
of such Directing Holder, or (iv) written notice that the Holder (or Certificate Owner) of a majority of the applicable Class
of Control Eligible Certificates is no longer the Holder (or Certificate Owner) of a majority of the applicable Class of Control
Eligible Certificates due to a transfer of those Certificates (or a beneficial ownership interest in those Certificates). Upon
the resignation of a Directing Holder, the Certificate Administrator shall request the Controlling Class Certificateholders to
select a new Directing Holder.


 


In
the event either (y) the Certificate Registrar receives notice identified in any of clause (ii) through (iv) of the immediately
preceding paragraph and no successor Directing Holder is then identified to the Certificate Registrar or (z) a party to this Agreement
requests from the Certificate Administrator the identity of the Directing Holder and such identity is not known to the Certificate
Administrator, then the Certificate Administrator shall promptly deliver a notice of such event (the “Initial Notice”)
to all the Certificateholders via the Depository (and a copy of such Initial Notice shall be simultaneously sent to each of the
Master Servicer, the Special Servicer, the Trustee and the Operating Advisor), which notice shall include a request that the Controlling
Class Certificateholder that believes it may own the largest aggregate Certificate Balance of the Controlling Class represent
in writing to the Certificate Administrator that it owns the largest aggregate Certificate Balance of the Controlling Class (with
evidence of its ownership) and provide its contact information. Upon receipt of such written representation (and any subsequent
written representation), the Certificate Administrator shall deliver a notice (the “Subsequent Notice”) to
all the Certificateholders via the Depository of such representation


 



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(and a copy of such Subsequent Notice shall be simultaneously
sent to each of the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor) and so long as another party
holding an equal or larger aggregate Certificate Balance of the Controlling Class does not provide a written representation within
thirty (30) days from the date of delivery of the latest Subsequent Notice, the party making the original assertion shall become
the Controlling Class Certificateholder until replaced by another party pursuant to the terms of this Agreement. Notwithstanding
the foregoing, Controlling Class Certificateholder(s) providing notice that it (or they) are the Holders of a majority of the
Controlling Class Certificateholders, by Certificate Balance, shall have the right to select the Directing Holder at any time
without regard to such 30-day period, and a Directing Holder selected by the Holders of a majority of the Controlling Class Certificateholders,
by Certificate Balance, shall be recognized as such immediately upon being selected in accordance with this Agreement whether
or not such 30-day period has expired.


 


In
the event that a Directing Holder is selected pursuant to this Section 3.29(b) or there is deemed to be no Directing Holder
pursuant to this (b), the Certificate Registrar shall notify the Special Servicer, the Master Servicer, the Certificate
Administrator, the Depositor, the Operating Advisor, the Asset Representations Reviewer and the Trustee of the identity of the
new Directing Holder or the absence of a Directing Holder, as applicable.


 


At
any time more than 50% of the Percentage Interest of the Controlling Class Certificateholders direct the Certificate Administrator
in writing to hold an election for a Directing Holder, the Certificate Administrator shall hold such election as soon as practicable
at the expense of such requesting Certificateholders.


 


(c)         The
Master Servicer, Special Servicer, Trustee, Operating Advisor and Asset Representations Reviewer shall be entitled to request
that the Certificate Administrator provide, and the Certificate Administrator shall promptly (but no later than five (5) Business
Days after such request) provide (i) for so long as no Consultation Termination Event has occurred and is continuing, the identity
of the Directing Holder, including names and contact information and, to the extent reasonably available, a list of Controlling
Class Certificateholders and (ii) confirmation as to whether a Control Termination Event, Consultation Termination Event or Operating
Advisor Consultation Event has occurred in the 12 months preceding any such request or any other period specified in such request.
In addition to the foregoing, (i) within two (2) Business Days of receiving notice of the selection of a new Directing Holder
or the existence of a new Controlling Class Certificateholder or (ii) within ten (10) days of the commencement or cessation of
any Consultation Termination Event, Control Termination Event or Operating Advisor Consultation Event, the Certificate Administrator
shall notify the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer
and post notice on the Certificate Administrator’s Website. Any expenses incurred in connection with obtaining such information
shall be at the expense of the requesting party, except that if (i) such expenses arise in connection with an event as to which
the Directing Holder has review, consent or consultation rights with respect to an action taken by, or report prepared by, the
requesting party pursuant to this Agreement or the related Other Pooling and Servicing Agreement or in connection with a request
made by the Operating Advisor in connection with its obligation under this Agreement to deliver a copy of the Operating Advisor
Annual Report to the Directing Holder and (ii) the requesting party has not been notified of the


 



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identity of the Directing Holder
or reasonably believes that the identity of the Directing Holder has changed, then such expenses shall be at the expense of the
Trust.


 


The
Special Servicer, the Master Servicer, the Certificate Administrator, the Depositor, the Operating Advisor, the Asset Representations
Reviewer and the Trustee shall be entitled to assume Barings LLC is the Directing Holder appointed by the Holder (or Certificate
Owner) of each Class of Control Eligible Certificates until such party receives notice to the contrary. At any time that a party
to this Agreement receives notice of the selection of a Directing Holder from the Certificate Registrar, the Certificate Administrator
or a majority of the Controlling Class Certificateholders, by Certificate Balance, then such party to this Agreement shall be
entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the
Directing Holder. The Special Servicer shall have no obligation to obtain the consent of or consult with any entity appointed
as a successor Directing Holder until the Special Servicer receives written notice of such successor Directing Holder’s
identity and contact information.


 


(d)         If
to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate
Administrator shall notify the related Certificateholders of such Class (through the Depository) of such event.


 


(e)         Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Holder may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates or Companion Loan Noteholders;
(ii) the Directing Holder may act solely in the interests of the Holders of the Controlling Class (or, in the case of a Whole
Loan, in the interests of one or more Companion Loan Noteholders); (iii) the Directing Holder does not have any liability or duties
to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing Holder may take actions that
favor the interests of the Directing Holder or one or more Classes of the Certificates including the Holders of the Controlling
Class (or, in the case of a Whole Loan, one or more Companion Loan Noteholders) over the interests of the Holders of one or more
Classes of Certificates and other Companion Loan Noteholders; and (v) the Directing Holder shall have no liability whatsoever
to any Certificateholder, the Trust, any Companion Loan Noteholder any party hereto or any other Person (including any Borrower
under a Mortgage Loan) for having so acted as set forth in clauses (e) through (e) of this paragraph, and no Certificateholder
or Companion Loan Noteholder may take any action whatsoever against the Directing Holder or any director, officer, employee, agent
or principal thereof for having so acted.


 


(f)          The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, Special Servicer, Trustee, the Operating Advisor, the Certificate Administrator or
any Certificateholder and provide such information to the requesting party.


 


(g)         At
any time when the most senior Class of Control Eligible Certificates is the Controlling Class, the Holder of more than 50% of
the Controlling Class Certificates (by Certificate Balance) may waive its right to act as, or appoint a representative to act
as, the Directing Holder and to exercise any of the rights of the Directing Holder or cause the exercise of any of the rights
of the Directing Holder by irrevocable written notice delivered to the Depositor, Certificate Administrator, Certificate Registrar,
Trustee, Master Servicer, Special


 



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Servicer, Operating Advisor and Asset Representations Reviewer. Any such waiver shall remain
effective with respect to such Holder and the most senior Class of Control Eligible Certificates until such time as that Certificateholder
has (i) sold a majority of the most senior Class of Control Eligible Certificates (by Certificate Balance) to an unaffiliated
third party and (ii) certified to the Depositor, Certificate Administrator, Certificate Registrar, Trustee, Master Servicer, Special
Servicer, Operating Advisor and Asset Representations Reviewer, that (a) the transferor retains no direct or indirect voting rights
with respect to the most senior Class of Control Eligible Certificates that it does not own, (b) there is no voting agreement
between the transferee and the transferor and (c) the transferor retains no direct or indirect controlling interest in the most
senior Class of Control Eligible Certificates. During such waiver period a Consultation Termination Event shall be deemed to exist
and the rights of the Controlling Class to appoint a Directing Holder and the rights of the Directing Holder shall not be operative
(notwithstanding whether a Control Termination Event or a Consultation Termination Event is or would otherwise then be in effect).
Following any transfer of more than 50% of the most senior Class of Control Eligible Certificates, the successor Holder of more
than 50% of the most senior Class of Control Eligible Certificates, if the most senior Class of Control Eligible Certificates
is the Controlling Class (by Certificate Balance) shall again have the right to act as, or appoint a representative to act as,
the Directing Holder without regard to any prior waiver by the predecessor Certificateholder. The successor Certificateholder
shall also have the right to irrevocably waive its right to act as or appoint a Directing Holder or to exercise any of the rights
of the Directing Holder or cause the exercise of any of the rights of the Directing Holder. No successor Certificateholder described
above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Loan prior to its acquisition
of a majority of the most senior Class of Control Eligible Certificates that had not also become a Corrected Mortgage Loan prior
to such acquisition until such Mortgage Loan becomes a Corrected Mortgage Loan.


 


The
Directing Holder shall not have any consent or consultation rights with respect to any Mortgage Loan determined to be an Excluded
Loan as to either the Directing Holder or, except in the case of a Servicing Shift Mortgage Loan, the Holder of the majority of
the Controlling Class. In the case of an Excluded Loan relating to the Directing Holder, in respect of the servicing of any such
Excluded Loan, a Control Termination Event and Consultation Termination Event will be deemed to have occurred with respect to
such Excluded Loan.


 


Section
3.30     Rating Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage
Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement
requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting
Party”) attempting and/or required to obtain such Rating Agency Confirmation from each Rating Agency has made a
request to any Rating Agency for such Rating Agency Confirmation and, within 10 Business Days of the Rating Agency
Confirmation request being posted to the 17g-5 Information Provider’s Website, such Rating Agency has not replied to
such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor
waiving the requirement for Rating Agency Confirmation, then such Requesting Party shall be required to confirm (through
direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website) that the
applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the
related Rating Agency


 



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Confirmation again (which may also be through direct communication). The circumstances described in the
preceding sentence are referred to in this Agreement as a “RAC No-Response Scenario.” Once the Requesting
Party has sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such Requesting Party, may, but
shall not be obligated to send such request directly to the Rating Agencies in accordance with the procedures set forth in Section
3.14.


 


If
there is no response to such Rating Agency Confirmation request within 5 Business Days of such second request in a RAC No-Response
Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request
nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document
requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of
the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation
shall be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer
or the Special Servicer, as the case may be, may then take such action if the Master Servicer or the Special Servicer, as applicable,
confirms its original determination (made prior to making such request) that taking the action with respect to which it requested
the Rating Agency Confirmation would still be consistent with the Servicing Standard, (y) with respect to a replacement of the
Master Servicer or Special Servicer, such condition shall be deemed not to apply (as if such requirement did not exist) if (i)
the applicable replacement master servicer or special servicer is rated at least “CMS3” (in the case of the master
servicer) or “CSS3” (in the case of the special servicer), if Fitch is the non-responding Rating Agency, (ii) it is
listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special
Servicer, as applicable, if S&P is the non-responding Rating Agency or (iii) DBRS has not cited servicing concerns of the
applicable replacement master servicer or special servicer, as applicable, as the sole or a material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or
withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable replacement
master servicer or special servicer prior to the time of determination, if DBRS is the non-responding Rating Agency and (z) with
respect to a replacement or successor to the Operating Advisor in any circumstance where a Rating Agency Confirmation is required
pursuant to the terms hereof, such condition will be deemed to be waived with respect to any non-responding Rating Agency so long
as such Rating Agency has not cited concerns regarding the replacement operating advisor as the sole or material factor in any
qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings
downgrade or withdrawal) of securities in any other commercial mortgage-backed securities transaction with respect to which the
replacement operating advisor acts as trust advisor or operating advisor prior to the date of determination.


 


Any
Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such
written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5
Information


 



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Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.14(d)
of this Agreement.


 


Promptly
following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section
3.30(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement
did not exist), the Master Servicer or Special Servicer, as the case may be, shall provide electronic written notice to the 17g-5
Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such
notice on the 17g-5 Information Provider’s Website in accordance with Section 3.14(d) of this Agreement.


 


(b)         Notwithstanding
anything to the contrary in this Section 3.30, for purposes of the provisions of any Loan Document relating to defeasance
(including without limitation the type of collateral acceptable for use as defeasance collateral), release or substitution of
any collateral, in the event of a RAC No-Response Scenario, any Rating Agency Confirmation requirement in the Loan Documents with
respect to which the Master Servicer or Special Servicer would have been required to make the determination described in Section
3.30(a) (as a result of such RAC No-Response Scenario) shall be deemed not to apply regardless of any such determination by
the Requesting Party (or, if the Requesting Party is the related Borrower, the Master Servicer (with respect to Performing Loans)
or the Special Servicer (with respect to Specially Serviced Loans and Serviced REO Loans), as applicable); provided, that
the Requesting Party (or the Master Servicer or the Special Servicer, as applicable) shall in any event review the other conditions
required under the related Loan Documents with respect to such defeasance, release or substitution and confirm to its satisfaction
in accordance with the Servicing Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have
been satisfied.


 


(c)         For
all other matters or actions not specifically discussed in Section 3.30(a) above, the applicable Requesting Party shall
deliver a Rating Agency Confirmation from each Rating Agency.


 


(d)         Notwithstanding
the terms of the related Loan Documents, the other provisions of this Agreement or the applicable Intercreditor Agreement, with
respect to any Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to
the servicing and administration of the related Whole Loan or any related REO Property (the “Relevant Action”)
requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except
as set forth below in this paragraph, such action shall also require delivery of a Serviced Companion Loan Rating Agency Confirmation
as a condition precedent to such action from each related Serviced Companion Loan Rating Agency. Each Serviced Companion Loan
Rating Agency Confirmation shall be sought by the Master Servicer or Special Servicer, as applicable, depending on whichever such
party is seeking the corresponding Rating Agency Confirmation(s) in connection with the Relevant Action. The requirement to obtain
a Serviced Companion Loan Rating Agency Confirmation with respect to any Serviced Companion Loan Securities will be subject to,
will be permitted to be waived by the Master Servicer and the Special Servicer on, and will be deemed not to apply on, the same
terms and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided that
the Master Servicer or Special Servicer, as applicable, depending on which is seeking the subject Serviced Companion Loan


 



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Rating
Agency Confirmation, shall forward to one or more of its counterparts (i.e., the Other Servicer or Other Special Servicer, as
applicable), the Other 17g-5 Information Provider, or such other party or parties as are agreed to by the Master Servicer or the
Special Servicer, as applicable, and the applicable parties for the related Other Securitization, at the expense of the Other
Securitization to the extent not borne by the related Borrower, and in such format as the sender and recipient may reasonably
agree, (i) the request for such Serviced Companion Loan Rating Agency Confirmation, (ii) all materials forwarded to the 17g-5
Information Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant
Action at approximately the same time that such materials are forwarded to the 17g-5 Information Provider and (iii) any other
materials that the applicable Serviced Companion Loan Rating Agency may reasonably request in connection with such Serviced Companion
Loan Rating Agency Confirmation promptly following receipt of such request from the Other Trustee.


 


The
Certificate Administrator shall, promptly following receipt of written request from the Master Servicer or the Special Servicer,
as applicable, provide to the Master Servicer or the Special Servicer, as applicable, the contact information for the Other Servicer,
the Other Special Servicer, the Other Trustee and the Other 17g-5 Information Provider for the Other Securitization, solely to
the extent in its possession.


 


Section
3.31     Appointment and Duties of the Operating Advisor.


 


(a)         The
Operating Advisor shall review (i) as the Operating Advisor’s obligations are provided in Section 3.23(e), Section
3.31 and Section 6.07, the actions of the Special Servicer with respect to any Specially Serviced Loan and, after the
occurrence and during the continuance of an Operating Advisor Consultation Event, the actions of the Special Servicer with respect
to Major Decisions relating to any Performing Loan; (ii) all reports by the Special Servicer made available to Privileged Persons
that are posted on the Certificate Administrator’s Website; and (iii) each Asset Status Report (after the occurrence and
during the continuance of an Operating Advisor Consultation Event) and each Final Asset Status Report delivered or made available
to the Operating Advisor. The Operating Advisor shall perform its duties hereunder in accordance with the Operating Advisor Standard.


 


In
addition and for the avoidance of doubt, although the Operating Advisor may have certain consultation duties with the Master Servicer
with respect to certain Major Decisions processed by the Master Servicer, the Operating Advisor will have no obligations or responsibility
at any time to review or assess the actions of the Master Servicer for compliance with the Servicing Standard, and the Operating
Advisor will not be required to consider such Master Servicer actions in connection with any Operating Advisor Annual Report.


 


(b)         The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged
Information” received from the Special Servicer or Directing Holder in connection with the Directing Holder’s exercise
of its rights under this Agreement (including, without limitation, in connection with any Asset Status Report) or otherwise in
connection with this transaction, except under the circumstances described in (g) and subject to any law, rule, regulation,
order, judgment or decree requiring the disclosure of such Privileged Information. Subject to the terms and conditions in this
Agreement related to Privileged Information, the Operating Advisor agrees that it shall use information


 



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received from the Special
Servicer pursuant to the terms of this Agreement solely for purposes of complying with its duties and obligations hereunder.


 


(c)         (i)
Based on the Operating Advisor’s review of (A) any assessment of compliance, any attestation report and other information
delivered to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate
Administrator’s Website during the prior calendar year, (B) prior to the occurrence and continuance of an Operating Advisor
Consultation Event, with respect to any Performing Loan, any related Final Asset Status Report or Major Decision Reporting Package
and (C) after the occurrence and continuance of an Operating Advisor Consultation Event, any Asset Status Report and any Major
Decision Reporting Package, the Operating Advisor shall (if, at any time during the prior calendar year, (i) any Serviced Mortgage
Loan was a Specially Serviced Loan or (ii) the Operating Advisor was entitled to consult with the Special Servicer with respect
to any Major Decision) deliver to the Depositor, the Certificate Administrator (which shall promptly post such Operating Advisor
Annual Report on the Certificate Administrator’s Website in accordance with Section 4.02(b)) and the 17g-5 Information
Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s Website in
accordance with Section 3.14(d)) within one hundred twenty (120) days of the end of the prior calendar year, an annual
report (the “Operating Advisor Annual Report”), substantially in the form of Exhibit BB (which form
may be modified or altered as to either its organization or content by the Operating Advisor, subject to compliance of such form
with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information;
provided, however, that in no event shall the information or any other content included in the Operating Advisor
Annual Report contravene any provision of this Agreement), that (A) sets forth whether the Operating Advisor believes, in its
sole discretion exercised in good faith, that the Special Servicer is operating in compliance with the Servicing Standard with
respect to its performance of its duties pursuant to this Agreement with respect to Specially Serviced Loans (and, after the occurrence
and during the continuance of an Operating Advisor Consultation Event, with respect to Major Decisions on Performing Loans) during
the prior calendar year on an Asset-Level Basis and (B) identifies (1) which, if any, standards the Operating Advisor believes,
in its sole discretion exercised in good faith, the Special Servicer has failed to comply and (2) any material deviations from
the Special Servicer’s obligations hereunder with respect to the resolution or liquidation of any Specially Serviced Loan
or REO Property (other than with respect to any REO Property related to any Non-Serviced Mortgage Loan or any Servicing Shift
Mortgage Loan); provided, however, that in the event the Special Servicer is replaced, the Operating Advisor Annual
Report shall only relate to the entity that was acting as Special Servicer as of December 31 in the prior calendar year and is
continuing in such capacity through the date of such Operating Advisor Annual Report; provided, further, that the
Operating Advisor shall prepare a separate Operating Advisor Annual Report relating to the Excluded Special Servicer and any Excluded
Special Servicer Mortgage Loan(s) serviced by such Excluded Special Servicer. In preparing any Operating Advisor Annual Report,
the Operating Advisor shall not be required to report on instances of non-compliance with, or deviations from, the Servicing Standard
or the Special Servicer’s obligations under this Agreement that the Operating Advisor determines, in its sole discretion
exercised in good faith, to be immaterial. Subject to the restrictions in this Agreement, each such Operating Advisor Annual Report
shall comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject
to any permitted exceptions). Such


 



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 Operating Advisor Annual Report shall be delivered to the Depositor, the Certificate Administrator
(which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance
with Section 4.02(b)) and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report
on the 17g-5 Information Provider’s Website in accordance with Section 3.14(d)); provided, however,
that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business
Days prior to such Operating Advisor Annual Report’s delivery to the Depositor, the Certificate Administrator and the 17g-5
Information Provider. The Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report
that are provided by the Special Servicer.


 


(i)           In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report and the Operating Advisor shall not be subject to any liability arising from such
limitations and prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of
any information it is provided. If the Operating Advisor is prohibited or materially limited from obtaining Privileged Information
and such prohibition or limitation prevents the Operating Advisor from performing its duties under this Agreement, the Operating
Advisor shall not be subject to any liability arising from its lack of access to such Privileged Information.


 


(d)         (i)
With respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, after the calculation has
been finalized (and, if an Operating Advisor Consultation Event has occurred and is continuing, prior to the utilization by the
Special Servicer) of any of the calculations related to (i) Appraisal Reduction Amounts or (ii) net present value in accordance
with Section 1.02(i), the Special Servicer shall forward such calculations, together with any supporting material or additional
information necessary in support thereof (including such additional information reasonably requested by the Operating Advisor
to confirm the mathematical accuracy of such calculations, but not including any Privileged Information), to the Operating Advisor
promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor shall
promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials,
recalculate and review for accuracy and consistency with this Agreement of the mathematical calculations and the corresponding
application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.


 


(ii)          In
connection with this Section 3.31(d), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount (as calculated by the Special Servicer) or net present value or the application of the applicable
non discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and the Special
Servicer shall consult with each other in order to resolve any material inaccuracy in the mathematical calculations or the application
of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement within
five (5) Business Days of delivery of such


 



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calculations. The Master Servicer shall cooperate with the Special Servicer and provide
any information reasonably requested by the Special Servicer necessary for the calculation of the Appraisal Reduction Amount that
is in the Master Servicer’s possession or reasonably obtainable by the Master Servicer. In the event the Operating Advisor
and the Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business
Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate
Administrator shall examine the calculations and supporting materials provided by the Operating Advisor and the Special Servicer
and determine which calculation is to apply (and shall provide prompt written notice of such determination to the Operating Advisor
and the Special Servicer). In making such determination, the Certificate Administrator may hire an independent third party to
assist with any such calculation at the expense of the Trust and shall be entitled to conclusively rely on such third party’s
determination (provided such third party has been selected with reasonable care by the Certificate Administrator).


 


(e)         Notwithstanding
the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor’s
review will be limited to an after-the-action review of any assessment of compliance report, any attestation report, any Major
Decision Reporting Package and/or Asset Status Reports (in each case, after the occurrence and during the continuance of an Operating
Advisor Consultation Event), any Final Asset Status Report and other information delivered to the Operating Advisor by the Special
Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s Website during the prior
calendar year (together with any additional information and material reviewed by the Operating Advisor), and, therefore, it shall
have no involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers, insurance
policies, mortgagor substitutions, lease changes, additional borrower debt, defeasances, property management changes, releases
from escrow, assumptions or other similar actions that the Special Servicer may perform under this Agreement and will have no
obligations at any time with respect to any Non-Serviced Mortgage Loan. In addition, with respect to the Operating Advisor’s
review of net present value calculations as required in Section 3.26(d) above, the Operating Advisor’s recalculation
shall not take into account the reasonableness of Special Servicer’s property and borrower performance assumptions or other
similar discretionary portions of the net present value calculation.


 


(f)          Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance
with the terms of Section 4.02(c) of this Agreement.


 


(g)         The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not, without the prior written consent of the Special Servicer and either the Directing Holder (with respect
to any Mortgage Loan other than a Non-Serviced Whole Loan and any applicable Excluded Loan and for so long as no Consultation
Termination Event is continuing) disclose such Privileged Information to any Person (including Certificateholders other than the
Directing Holder), other than (i) to the extent expressly required by this Agreement, to the other parties to this Agreement with
a notice indicating that such information is Privileged Information, (ii) pursuant to a


 



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Privileged Information Exception or (iii)
where necessary to support specific findings or conclusions concerning allegations of deviations from the Servicing Standard (A)
in the Operating Advisor Annual Report or (B) in connection with a recommendation by the Operating Advisor to replace the Special
Servicer. Each party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that
such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior written
consent of the Special Servicer, the Directing Holder other than pursuant to a Privileged Information Exception. Notwithstanding
the foregoing, the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors
of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Operating
Advisor. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees
that it shall use information received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of
complying with its duties and obligations hereunder. In addition and for the avoidance of doubt, while the Operating Advisor may
serve in a similar capacity with respect to other securitizations that involve the same parties or borrower involved in this securitization,
the knowledge of the employees performing operating advisor functions for such other securitizations shall not be imputed to employees
of the Operating Advisor involved in this securitization.


 


(h)         On
each Master Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee from amounts on
deposit in the Collection Account pursuant to Section 3.06 of this Agreement, as applicable. In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation rights. Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee shall be payable from funds
on deposit in the Collection Account as provided in Section 3.06 of this Agreement, but with respect to the Operating Advisor
Consulting Fee only to the extent such Operating Advisor Consulting Fee is actually received from the related Borrower. When the
Operating Advisor has consultation rights with respect to a Major Decision under this Agreement, the Master Servicer or the Special
Servicer processing the Major Decision shall use efforts to collect the applicable Operating Advisor Consulting Fee from the related
Borrower in connection with such Major Decision that are consistent with the efforts that the Master Servicer or the Special Servicer,
as applicable, would use to collect any borrower-paid fees not specified in the related loan documents owed to it in accordance
with the Servicing Standard, but only to the extent not prohibited by the related Loan Documents. The Master Servicer or Special
Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Borrower
if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in no event shall the Master
Servicer or the Special Servicer take any enforcement action with respect to the collection of such Operating Advisor Consulting
Fee other than requests for collection; provided that the Master Servicer or the Special Servicer, as applicable, shall
consult on a non-binding basis with the Operating Advisor prior to any such waiver or reduction.


 


(i)          The
Operating Advisor may delegate its duties to agents or subcontractors to the extent such agents or subcontractors satisfy clauses
(c), (d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Agreement. Notwithstanding the foregoing sentence,
the Operating Advisor shall remain obligated and primarily liable for any


 



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actions required to be performed hereunder in accordance
with the provisions of this Agreement without diminution of such obligation or liability or related obligation or liability by
virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor
to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing its obligations under
this Agreement.


 


Section
3.32     Delivery of Excluded Information to the Certificate Administrator.


 


(a)         Any
Excluded Information that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate
Administrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator
via e-mail (or such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded
Information” followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance
of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.32 shall not
be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately
labeled and delivered to the Certificate Administrator pursuant to this Section shall be posted on the Certificate Administrator’s
Website under the “Excluded Information” section, as provided under Section 4.02(b). When so posted, Excluded
Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling
Class Mortgage Loans on the Certificate Administrator’s Website (unless loan-by-loan segregation is later performed by the
Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling
Class Mortgage Loan(s)). None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations
to separately label and deliver any Excluded Information in accordance with this Section 3.31(d) until such party has received
notice with respect to the related Excluded Controlling Class Mortgage Loan in the form of Exhibit L-1E to this Agreement.
Nothing set forth in this Agreement shall prohibit the Directing Holder or any Controlling Class Certificateholder from receiving,
requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Mortgage Loan with respect to which
the Directing Holder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is
not available on the Certificate Administrator’s Website, such Directing Holder or Controlling Class Certificateholder that
is not a Borrower Party with respect to the related Excluded Controlling Class Mortgage Loan shall be permitted to obtain such
information upon reasonable request in accordance with Section 3.14(c) and the Master Servicer and the Special Servicer,
as applicable, may require and rely on such certifications prior to releasing any such information.


 


Section
3.33     Certain Matters with Respect to Joint Mortgage Loans.


 


(a)         If
a Mortgage Loan Seller of a Joint Mortgage Loan (a “Repurchasing Seller”) repurchases, or substitutes for,
the Note(s) (a “Repurchased Note”) related to such Joint Mortgage Loan that it sold to the Depositor, but the
other Mortgage Loan Seller of such Joint Mortgage Loan does not repurchase, or substitute for, the Note(s) related to such Joint
Mortgage Loan that it sold to the Depositor, the provisions of this Section 3.33 shall apply prior to the adoption, pursuant
to Section 12.08, of any amendment to this Agreement that provides otherwise. Each Mortgage Loan Seller of a Joint Mortgage
Loan has agreed pursuant to the terms of the related Mortgage Loan Purchase Agreement that the terms set forth in this


 



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Section
3.33 with respect to the servicing and administration of such Joint Mortgage Loan shall apply if one or more of the Notes
related to such Joint Mortgage Loan has been repurchased or, by way of substitution, otherwise removed from the Trust and at least
one other Note related to such Joint Mortgage Loan is included in the Trust until such time as all of the Notes related to such
Joint Mortgage Loan are no longer included in the Trust. For purposes of this Section 3.33 and Section 12.08 only,
“Note” shall mean with respect to any Joint Mortgage Loan, each original promissory note and all allonges that
collectively represents the Note with respect to such Joint Mortgage Loan and shall not be a collective reference to such promissory
notes.


 


(b)         Custody
of and record title under the Loan Documents with respect to the applicable Joint Mortgage Loan shall be held exclusively by the
Trustee or the Custodian as provided under this Agreement, except that the Repurchasing Seller shall hold and retain title to
its original Repurchased Note and any related endorsements thereof.


 


(i)          All
of the Notes with respect to any Joint Mortgage Loan shall be of equal priority, and no portion of any Note shall have priority
or preference over any other portion of the other Notes or security therefor. Payments from the related Borrower (including, without
limitation, any late fees) or any other amounts received with respect to each Note shall be collected as provided in this Agreement
by the Master Servicer and shall be applied upon receipt by the Master Servicer pro rata to each related Note based on
its respective Repurchased Percentage Interest, subject to Section 3.33(b)(ii). Payments or any other amounts received
with respect to the related Repurchased Note shall be held for the benefit of the applicable Repurchasing Seller and remitted
(net of its pro rata share of any Master Servicing Fees, Special Servicing Fees, Operating Advisor Fees and any other amounts
due to the Master Servicer or the Special Servicer) to the applicable Repurchasing Seller or its designee by the Master Servicer
on each Distribution Date pursuant to instructions provided by the applicable Repurchasing Seller and deposited and applied in
accordance with this Agreement, subject to (ii). If any Joint Mortgage Loan to which this Section 3.33 applies becomes
REO Loans, payments or any other amounts received with respect to any such Joint Mortgage Loan shall be collected and shall be
applied upon receipt by the Master Servicer pro rata to each related Note based on its respective Repurchased Percentage Interest,
subject to Section 3.33(b)(ii). Any Appraisal Reduction Amounts calculated with respect to any Joint Mortgage Loan subject
to this Section 3.33 shall be allocated to each related Note pro rata based upon the respective Stated Principal
Balances thereof.


 


(ii)         If
the Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due
under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Seller shall receive from the Master Servicer
an amount equal to such Repurchasing Seller’s Repurchased Percentage Interest of such payment. All expenses, losses and
shortfalls relating solely to such Joint Mortgage Loan including, without limitation, losses of principal or interest, Nonrecoverable
Advances, interest on Advances, Operating Advisor expenses, Special Servicing Fees, Workout Fees and Liquidation Fees (including
any such fees related to the applicable Notes), shall be allocated between the holders of the related Notes pro rata based
upon the respective Stated Principal Balances thereof. In no event shall any costs, expenses, fees or any other amounts related
to any Mortgage Loan or Joint Mortgage


 



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 Loan other than the applicable Joint Mortgage Loan be deducted from payments or any other
amounts received with respect to such Joint Mortgage Loan and payable to the applicable Repurchasing Seller. For purposes of (i),
this (ii) and Section 3.33(g), “Repurchased Percentage Interest” shall mean the percentage interest
of the applicable Mortgage Loan Seller in the applicable Joint Mortgage Loan.


 


(iii)        A
Joint Mortgage Loan to which this Section 3.33 applies shall be serviced for the benefit of the applicable Repurchasing
Seller and the Certificateholders pursuant to the terms and conditions of this Agreement in accordance with the Servicing Standard
and in accordance with the provisions herein as if (A) such Joint Mortgage Loan were a Serviced Loan Combination, (B) the related
Note(s) not repurchased were (1) a Mortgage Loan serviced pursuant to this Agreement and (2) the only Mortgage Loan that is part
of such Joint Mortgage Loan, and (C) the related Repurchased Note were a Serviced Companion Loan. No Repurchasing Seller shall
be permitted to terminate the Master Servicer, the Special Servicer or the Operating Advisor as servicer, special servicer or
operating advisor, respectively, of the related Repurchased Note. All rights of the mortgagee under each such Joint Mortgage Loan
shall be exercised by the Master Servicer or the Special Servicer, on behalf of the Trust to the extent of its interest therein
and the applicable Repurchasing Seller in accordance with this Agreement.


 


(iv)        The
related Repurchasing Seller shall be treated hereunder as if it were a Serviced Companion Loan Noteholder on a pari passu
basis. Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied to the applicable Notes shall
be deposited and disbursed in accordance with the provisions hereof relating to Serviced Companion Loan Noteholders. Compensation
shall be paid to the Master Servicer, the Special Servicer and the Operating Advisor with respect to each Repurchased Note as
provided in this Agreement as if each such Note were a Serviced Companion Loan. None of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligation to make P&I Advances with respect
to any Repurchased Note or, if no related Note is part of the Trust, an Advance with respect to any Repurchased Note. Except as
otherwise specified herein, the Master Servicer and the Special Servicer shall have no reporting requirement with respect to any
Repurchased Note other than to deliver to the related Repurchasing Seller any document as is required to be delivered to a Serviced
Companion Loan Noteholder hereunder.


 


(c)         If
any non-repurchased Note relating to a Joint Mortgage Loan to which this Section 3.33 applies is considered a Specially
Serviced Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The Special Servicer
shall cause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Seller in accordance
with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Workout Fee or Liquidation
Fee payable to the Special Servicer under this Agreement as with respect to a Serviced Companion Loan.


 


(d)         If
(A) the Master Servicer shall pay any amount to any Repurchasing Seller pursuant to the terms hereof in the belief or expectation
that a related payment has been made or will be received or collected in connection with either or both of the applicable Notes
and (B) such related payment is not received or collected by the Master Servicer, then the


 



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applicable Repurchasing Seller shall
promptly on demand by the Master Servicer return such amount to the Master Servicer. If the Master Servicer determines at any
time that any amount received or collected by the Master Servicer in respect of any Joint Mortgage Loans to which this Section
3.33 applies must be returned to the related Borrower or paid to any other person or entity pursuant to any insolvency law
or otherwise, notwithstanding any other provision of this Agreement, the Master Servicer shall not be required to distribute any
portion thereof to the related Repurchasing Seller, and such Repurchasing Seller shall promptly on demand by the Master Servicer
repay (which obligation shall survive the termination of this Agreement) any portion thereof that the Master Servicer shall have
distributed to such Repurchasing Seller, together with interest thereon at such rate, if any, as the Master Servicer may pay to
the related Borrower or such other person or entity with respect thereto.


 


(e)         Subject
to this Agreement (including, without limitation, the consent and consultation rights of the Directing Holder and any consultation
rights of the Operating Advisor), the Master Servicer or the Special Servicer, as applicable, on behalf of the holders of any
of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make all decisions and
determinations regarding the related Joint Mortgage Loan and (ii) enforce the applicable Loan Documents as provided hereunder.
Without limiting the generality of the preceding sentence, the Master Servicer or the Special Servicer, as applicable, may agree
to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on, permit
the release, addition or substitution of collateral securing, and/or permit the release of the related Borrower on or any guarantor
of any Joint Mortgage Loan it is required to service and administer as contemplated by this Section 3.33, without the consent
of the related Repurchasing Seller, subject, however, to the terms of this Agreement as they pertain to a Serviced Companion Loan.


 


(f)          In
taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be subject
to the same degree of care with respect to the administration and servicing of the Joint Mortgage Loan to which this Section
3.33 applies as is consistent with this Agreement; and shall be liable to any Repurchasing Seller only to the same extent
as set forth herein with respect to any holder of a Serviced Companion Loan.


 


(g)         If
the Trustee, the Master Servicer or the Special Servicer has made an Advance with respect to any Repurchased Note which would
otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable
Advance, the applicable Repurchasing Seller shall reimburse the Trust in an amount equal to such Repurchasing Seller’s Repurchased
Percentage Interest of such Nonrecoverable Advance with interest thereon; provided, if the Repurchasing Seller does not
reimburse the Trustee, the Master Servicer or the Special Servicer, as applicable, the Master Servicer shall reimburse the Trustee,
itself and/or the Special Servicer, as applicable, for such amounts from the Collection Account. Notwithstanding the foregoing,
the applicable Repurchasing Seller shall not be obligated to reimburse the Trustee, the Master Servicer or the Special Servicer
(and amounts due to the applicable Repurchasing Seller shall not be offset) for Advances or interest thereon or any amounts related
to any Mortgage Loans or any other Joint Mortgage Loan other than such amounts relating to the applicable Repurchased Note. To
the extent that the applicable Repurchasing Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently
recovered, the applicable Repurchasing Seller shall receive a reimbursement from


 



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such recovery based on its Repurchased Percentage
Interest of such recovery. This reimbursement right shall not limit the Trustee’s, the Master Servicer’s or the Special
Servicer’s rights to reimbursement under this Agreement. Notwithstanding anything to the contrary contained herein, the
total liability of each Repurchasing Seller shall not exceed an amount equal to its Repurchased Percentage Interest of the amount
to be reimbursed.


 


(h)         Each
Repurchasing Seller shall have the right to assign the related Repurchased Note; provided that the assignee of the related
Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


 


(i)          The
Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement,
exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Seller as a holder
of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements, continuation statements
and other documents and instruments necessary to maintain the lien created by any Mortgage or other security document related
to the applicable Joint Mortgage Loan on the related Mortgaged Property and related collateral, any and all modifications, waivers,
amendments or consents to or with respect to the related Joint Mortgage Loan documents, and any and all instruments of satisfaction
or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related Repurchased
Note or related Repurchased Notes and the related Mortgaged Property all in accordance with, and subject to, the terms of this
Agreement. Each Repurchasing Seller agrees to furnish, or cause to be furnished, to the Master Servicer and the Special Servicer
any powers of attorney or other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the
case may be, to carry out its servicing and administrative duties under this Agreement related to the applicable Joint Mortgage
Loan; provided, however, that such Repurchasing Seller shall not be liable, and shall be indemnified by the Master Servicer or
the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney by the Master
Servicer or the Special Servicer, as the case may be; and further provided that the Master Servicer or the Special Servicer, without
the written consent of the applicable Repurchasing Seller, shall not initiate any action in the name of such Repurchasing Seller
without indicating its representative capacity or take any action with the intent to cause and that actually causes, such Repurchasing
Seller to be registered to do business in any state.


 


(j)          Pursuant
to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Seller is required to deliver to the Master Servicer
or the Special Servicer, as applicable, the Loan Documents related to the applicable Repurchased Note, any requests for release
and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s
sale in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or rights provided by
the Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to the related Repurchased Note.


 


Section
3.34     Resignation Upon Prohibited Risk Retention Affiliation. Under the Risk Retention
Rule, any Third-Party Purchaser is prohibited from being Risk Retention Affiliated with, among other persons, the Master
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer. As long as
the prohibition exists, upon the occurrence of (i) a Servicing Officer of the Master Servicer or a Responsible Officer of the
Certificate Administrator or the Trustee, as applicable, obtaining


 



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actual knowledge that the Master Servicer, the Certificate
Administrator or the Trustee, as applicable, is or has become Risk Retention Affiliated with or a Risk Retention Affiliate of
the Third-Party Purchaser (in such case, an “Impermissible TPP Affiliate”), (ii) the Master Servicer, the
Certificate Administrator or the Trustee receiving written notice by any other party to this Agreement, the Third-Party
Purchaser, any Mortgage Loan Seller, any Underwriter or any Initial Purchaser that the Master Servicer, the Certificate
Administrator or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate, or (iii) the Operating Advisor
or the Asset Representations Reviewer obtaining actual knowledge that it is or has become a Risk Retention Affiliate of the
Third-Party Purchaser or any other party to this Agreement (in such case, an “Impermissible Operating Advisor
Affiliate” and “Impermissible Asset Representations Reviewer Affiliate”, respectively; and
either of an Impermissible TPP Affiliate, an Impermissible Operating Advisor Affiliate and an Impermissible Asset
Representations Reviewer Affiliate being an “Impermissible Risk Retention Affiliate”), such Impermissible
Risk Retention Affiliate shall be required to promptly notify the Retaining Sponsor and the other parties to this Agreement
and resign in accordance with Section 6.04, Section 8.07 or Section 11.03, as applicable. The resigning
Impermissible Risk Retention Affiliate will be required to bear all reasonable out-of-pocket costs and expenses of each other
party to this Agreement, the Issuing Entity and each Rating Agency in connection with such resignation as and to the extent
required under this Agreement; provided, however, if the affiliation causing an Impermissible Risk Retention Affiliate is the
result of the Third-Party Purchaser acquiring an interest in such Impermissible Risk Retention Affiliate or an affiliate of
such Impermissible Risk Retention Affiliate, then such costs and expenses will be an expense of the Issuing
Entity.


 


Article
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section
4.01     Distributions. (a) On each Distribution Date, amounts held in the Lower-Tier
Distribution Account shall be withdrawn (to the extent of the Available Funds, including or reduced by, to the extent
required by Section 3.05(e) of this Agreement, the Withheld Amounts, plus any amount withdrawn from the Gain-on-Sale
Reserve Account pursuant to Section 3.05(i) of this Agreement) in the case of all Classes of Lower-Tier Regular
Interests (such amount, the “Lower-Tier Distribution Amount”). On each Distribution Date, distributions in
respect of principal shall be deemed to have been made on each Class of Lower-Tier Regular Interests in an amount equal to
the amount of principal actually distributed on its respective Corresponding Certificates as provided in Section
4.01(b) of this Agreement. As of any date, the principal balance of each Lower-Tier Regular Interest shall equal the
Lower-Tier Principal Balance thereof. On each Distribution Date, distributions of interest made in respect of any Class of
Regular Certificates on each Distribution Date pursuant to Section 4.01(b) or Section 9.01 of this Agreement
shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its
Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement to this Agreement; provided that each
Lower-Tier Regular Interest shall be deemed to have received distributions in respect of interest in an amount equal to the
Interest Distribution Amount in respect of the Class X-A Strip Rate, Class X-B Strip Rate or Class X-D Strip Rate of
its Corresponding Class X Component, as applicable, in each case to the extent actually distributed to the related Class of
Corresponding Certificates as provided in Section 4.01(b) of this Agreement.


 



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All
distributions of reimbursements of Realized Losses and Additional Trust Fund Expenses made in respect of any Class of Principal
Balance Certificates on each Distribution Date pursuant to Section 4.01 of this Agreement shall be deemed to have first
been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest
set forth in the Preliminary Statement to this Agreement; provided, that distributions of reimbursements of Realized Losses
and Additional Trust Fund Expenses shall be made in sequential order of the priority set forth in Section 4.01(b) for principal
distributions, up to the amount of Realized Losses and Additional Trust Fund Expenses previously allocated to a particular Lower-Tier
Regular Interest corresponding to such Class of Certificates.


 


On
each Distribution Date, the Certificate Administrator shall apply amounts related to each Prepayment Premium and Yield Maintenance
Charge then on deposit in the Lower-Tier Distribution Account and received during or prior to the related Collection Period to
the Lower-Tier Regular Interests in proportion to the amount of principal deemed distributed to each Class of Lower-Tier Regular
Interests on such Distribution Date pursuant to this Section 4.01(a).


 


The
Certificate Administrator shall be deemed to deposit the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums
and any Yield Maintenance Charges distributed to the Upper-Tier REMIC pursuant to this Section 4.01(a) into the Upper-Tier
Distribution Account. Any amount in respect of the Mortgage Pool that remains in the Lower-Tier Distribution Account on each Distribution
Date after the deemed distribution described in the preceding sentence shall be distributed to the Holders of the Class R Certificates
with respect to the Class R Certificates (in respect of the Class LTR Interest) (but only to the extent of such amount for such
Distribution Date remaining in the Lower-Tier Distribution Account, if any).


 


(b)          On
each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier Distribution Account the amounts deposited
in the Upper-Tier Distribution Account to the extent of Available Funds in respect of such Distribution Date pursuant to Section
4.01(a) of this Agreement, and distribute such amount to the Holders of the Regular Certificates in the amounts and in the
order of priority set forth below:


 


(i)          First,
to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class X-B and Class X-D Certificates, in
respect of interest, up to an amount equal to, and pro rata in accordance with, the respective aggregate Interest Distribution
Amount for those Classes;


 


(ii)          Second,
to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5 Certificates, in reduction of the Certificate Balances
thereof, prior to the Cross-Over Date, in the following priority:


 


(A)          first,
to the Class A-SB Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount for such Distribution Date, until the Certificate Balance of such Class is reduced to the Class A-SB Planned Principal
Balance;


 






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(B)          second,
to the Class A-1 Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-SB Certificates pursuant to (A) above in this clause
(b)(ii)) for such Distribution Date, until the Certificate Balance of such Class is reduced to zero;


 


(C)          third,
to the Class A-2 Certificates, in reduction of Certificate Balance thereof, an amount equal to the Principal Distribution Amount
(or the portion of it remaining after distributions on the Class A-1 and Class A-SB Certificates pursuant to (A) and (B) above
in this clause (b)(ii)) for such Distribution Date, until the aggregate Certificate Balance of such Class is reduced to zero;


 


(D)          fourth,
to the Class A-3 Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2 and Class A-SB Certificates pursuant to
(A), (B) and (C) above in this clause (b)(ii)) for such Distribution Date, until the Certificate Balance of such Class is reduced
to zero;


 


(E)          fifth,
to the Class A-4 Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-3, and Class A-SB Certificates
pursuant to (A), (B), (C) and (D) above in this clause (b)(ii)) for such Distribution Date, until the Certificate Balance of such
Class is reduced to zero;


 


(F)          sixth,
to the Class A-5 Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-4 Certificates
pursuant to (A), (B), (C), (D) and (E) above in this clause (b)(ii)) for such Distribution Date, until the Certificate Balance
of such Class is reduced to zero;


 


(G)          sixth,
to the Class A-SB Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class
A-5 Certificates pursuant to (A), (B), (C), (D), (E) and (F) above in this clause (b)(ii)) for such Distribution Date, until the
Certificate Balance of such Class is reduced to zero;


 


(iii)          Third,
to the Class A-1, Class A-2, Class A-3, A-SB, Class A-4 and Class A-5 Certificates, up to an amount equal to, and pro rata
based upon, the aggregate unreimbursed Realized Losses previously allocated to those Classes of Certificates;


 


(iv)          Fourth,
to the Class A-M Certificates in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount of such
Class;


 






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(v)        
  Fifth, to the Class A-M Certificates, in reduction of the Certificate Balance thereof, an amount equal to
the Principal Distribution Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Balance of such Class A-M is reduced to zero;


 


(vi)          Sixth,
to the Class A-M Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to
such Class;


 


(vii)         Seventh,
to the Class B Certificates in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount of such
Class;


 


(viii)        Eighth,
to the Class B Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount
less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such
Class is reduced to zero;


 


(ix)           Ninth,
to the Class B Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such
Class;


 


(x)           Tenth,
to the Class C Certificates in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount of such
Class;


 


(xi)          Eleventh,
to the Class C Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount
less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such
Class C is reduced to zero;


 


(xii)          Twelfth,
to the Class C Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such
Class;


 


(xiii)        Thirteenth,
to the Class D Certificates in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount of such
Class;


 


(xiv)        Fourteenth,
to the Class D Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount
less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such
Class is reduced to zero;


 


(xv)         Fifteenth,
to the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such
Class;


 


(xvi)        Sixteenth,
to the Class E-RR Certificates in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount of
such Class;


 


(xvii)       Seventeenth,
to the Class E-RR Certificates in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount, less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;


 






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(xviii)      Eighteenth,
to the Class E-RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to
such Class;


 


(xix)         Nineteenth,
to the Class F-RR Certificates in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount of
such Class;


 


(xx)          Twentieth,
to the Class F-RR Certificates in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less the amount of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;


 


(xxi)         Twenty-first,
to the Class F-RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to
such Class;


 


(xxii)        Twenty-second,
to the Class G-RR Certificates in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount of
such Class;


 


(xxiii)       Twenty-third,
to the Class G-RR Certificates in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less the amount of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;


 


(xxiv)       Twenty-fourth,
to the Class G-RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to
such Class;


 


(xxv)        Twenty-fifth,
to the Class H-RR Certificates in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount of
such Class;


 


(xxvi)       Twenty-sixth,
to the Class H-RR Certificates in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less the amount of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;


 


(xxvii)      Twenty-seventh,
to the Class H-RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to
such Class; and


 


(xxviii)     Twenty-eighth,
to the Class R Certificates (in respect of the Class UTR Interest), any amounts remaining in the Upper-Tier Distribution Account.


 


Notwithstanding
the foregoing, on each Distribution Date occurring on and after the Cross-Over Date, regardless of the allocation of principal
payments described in priority Second above, the Principal Distribution Amount for such Distribution Date will be distributed
pursuant to Section 4.01(b)(ii) to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 Certificates,
pro rata, based on their respective Certificate Balances, in reduction of their respective Certificate Balances, until
the Certificate Balance of each such Class of Certificates is reduced to zero, and without regard to the Class A-SB Planned Principal
Balance.


 






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(c)          [Reserved.]


 


(d)          On
each Distribution Date, following the distribution from the Lower-Tier Distribution Account in respect of the Lower-Tier Regular
Interests pursuant to Section 4.01(a) of this Agreement, the Certificate Administrator shall make distributions of any
Prepayment Premiums and Yield Maintenance Charges received in the related Collection Period from amounts deposited in the Upper-Tier
Distribution Account pursuant to Section 3.05(f) of this Agreement, as follows:


 


Prepayment
Premiums and Yield Maintenance Charges received with respect to the Mortgage Loans shall be distributed to the Class A-1, Class
A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates in an amount equal to,
in the case of each such Class, the product of (a) a fraction, not greater than one, the numerator of which is the amount distributed
as principal to such Class on such Distribution Date, and whose denominator is the total amount distributed as principal to the
Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C, Class D, Class E-RR, Class F-RR,
Class G-RR and Class H-RR Certificates on such Distribution Date, (b) the Base Interest Fraction for the related Principal Prepayment
and such Class of Certificates and (c) the portion of such Prepayment Premiums and Yield Maintenance Charges collected on such
Principal Prepayment during the related Collection Period.


 


Any
Yield Maintenance Charges or Prepayment Premiums collected during the related Collection Period remaining after such distributions
described in the preceding paragraph (the “IO Group YM Distribution Amount”) shall be allocated and distributed
in the following manner:


 


(i)          
to the Class X-A Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the aggregate
amount of principal distributed on the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5 and Class A-M
Certificates on such Distribution Date and the denominator of which is the total Principal Distribution amount in respect of
such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;


 


(ii)          to
the Class X-B Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the amount of principal
distributed on the Class B Certificates on such Distribution Date and the denominator of which is the total Principal Distribution
Amount in respect of such Distribution Date, multiplied by (b), the IO Group YM Distribution Amount; and


 


(iii)          to
the Class X-D Certificates, the IO Group YM Distribution Amount remaining after such distribution to the holders of the Class
X-A and Class X-B Certificates as described in (i) and (ii) above;


 


(e)          On
each Master Servicer Remittance Date, the Certificate Administrator shall determine if the Available Funds for such Distribution
Date (determined without regard to the inclusion of any Gain-on-Sale Proceeds therein) would be sufficient to pay all interest
and principal due and owing to reimburse all previously allocated Realized Losses reimbursable to the Holders of the Regular Certificates
on such Distribution Date pursuant to Section 4.01(b). If


 






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the Certificate Administrator determines that such Available
Funds (as so determined) would not be sufficient to make such payments and reimbursements, then the Certificate Administrator
shall withdraw from the Gain-on-Sale Reserve Account (or sub-account thereof) and shall deposit in the Lower-Tier REMIC Distribution
Account on the applicable Master Servicer Remittance Date an amount (to be included in the Available Funds for the related Distribution
Date) equal to the lesser of (i) the amounts then on deposit in the Gain-on-Sale Reserve Account and (ii) the amount of the applicable
insufficiency.


 


Any
amounts remaining in the Gain-on-Sale Reserve Account after such distributions on any Distribution Date that (A) are allocable
to the Mortgage Loans shall be held and maintained in such account and applied to offset future Realized Losses and Additional
Trust Fund Expenses from time to time; and (B) are allocable to the Serviced Companion Loans, shall be remitted within one Business
Day after each such Distribution Date by the Certificate Administrator to the Master Servicer (which shall remit to the Serviced
Companion Loan Noteholders in accordance with Section 3.05(h)).


 


On
any Distribution Date, amounts held in the Gain-on-Sale Reserve Account (other than amounts allocable to any related Serviced
Companion Loan pursuant to the terms of any related Intercreditor Agreement) that exceed amounts reasonably required (as determined
by the Certificate Administrator) to offset future Realized Losses, and Additional Trust Fund Expenses, shall be distributed to
the Holders of the Class R Certificates (in respect of the Class LTR Interest) and, upon termination of the Trust Fund, any amounts
remaining in the Gain-on-Sale Reserve Account (other than amounts allocable to any related Serviced Companion Loan pursuant to
the terms of any related Intercreditor Agreement) shall be distributed by the Certificate Administrator to the Class R Certificates
(in respect of the Class LTR Interest). Amounts paid with respect to the Mortgage Loans from the Gain-on-Sale Reserve Account
pursuant to the preceding clauses (i) and (ii) shall first be deemed to have been distributed to the Lower-Tier Regular Interests
in reimbursement of Realized Losses and Additional Trust Fund Expenses previously allocated thereto in the same manner as provided
in Section 4.01(a) of this Agreement. Amounts paid from the Gain-on-Sale Reserve Account will not reduce the Certificate
Balances of any Class of Regular Certificates or the Class S Certificates receiving such distributions.


 


(f)          On
each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.01(b), the
Certificate Administrator shall calculate the amount, if any, of the Realized Losses for such Distribution Date. Any allocation
of Realized Losses to any Class of Principal Balance Certificates shall be made by reducing the Certificate Balance thereof by
the amount so allocated. The allocation of Realized Losses shall constitute allocations of losses and other shortfalls experienced
by the Trust Fund.


 


The
Certificate Balances of each Class of Principal Balance Certificates will be reduced without distribution on any Distribution
Date as a write-off to the extent of any Realized Losses allocated to such Class of Certificates with respect to such date. Any
such write-offs will be applied to the Classes of Principal Balance Certificates in the following order, in each case until the
Certificate Balance of such Class is reduced to zero: first, to the Class H-RR Certificates; second, to the Class
G-RR Certificates; third, to the Class F-RR Certificates; fourth, to the Class E-RR Certificates; fifth,
to the Class D Certificates; sixth, to the Class C Certificates; seventh, to the Class B Certificates; eighth,
to the Class A-M Certificates; and finally, to the


 






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Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5
Certificates, pro rata, based on their respective Certificate Balances.


 


Any
Realized Losses so allocated to any Class of Certificates shall be allocated among the respective Certificates of such Class in
proportion to the Percentage Interests evidenced thereby.


 


Additional
Trust Fund Expenses and shortfalls in Available Funds due to extraordinary expenses of the Trust Fund (including indemnification
expenses), a reduction in the Mortgage Rate on a Mortgage Loan by a bankruptcy court pursuant to a plan of reorganization or pursuant
to any of its equitable powers, or otherwise, shall be treated as and allocated in the same manner as Realized Losses. Reimbursement
of previously allocated Realized Losses will not constitute distributions of principal for any purpose and will not result in
an additional reduction in the Certificate Balance of the Class of Certificates in respect of which any such reimbursement is
made.


 


If
and to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage
Loans and previously resulted in a reduction of the Aggregate Principal Distribution Amount are subsequently recovered on the
related Mortgage Loan, then (on the Distribution Date related to the Collection Period during which the recovery occurred): (i)
the amount of such recovery will be added to the Certificate Balance of the Classes of Principal Balance Certificates that previously
were allocated Realized Losses, in the same sequential order as distributions pursuant to Section 4.01(b), in each case
up to thelesser of (A) the unallocated portion of the amount of such recovery and (B) the amount of the unreimbursed Realized
Losses previously allocated to the subject Class of Certificates, and (ii) the Interest Shortfall with respect to each affected
Class of Regular Certificates for the next Distribution Date will be increased by the aggregate amount of interest that would
have accrued through the then current Distribution Date if the restored write-down for the reimbursed Class of Principal Balance
Certificates had never been written down. To the extent that the Certificate Balance of, and/or any interest payable on, any Class
of Regular Certificates is so increased, an identical increase shall be deemed made to the Lower-Tier Principal Balance of, and
any interest payable on, the Corresponding Lower-Tier Regular Interest. If the Certificate Balance of any Class of Principal Balance
Certificates or the Lower-Tier Principal Balance of any Lower-Tier Regular Interest is so increased, the amount of unreimbursed
Realized Losses of such Class of Principal Balance Certificates or such Lower-Tier Regular Interest shall be decreased by such
amount, and any interest accrued on the amount of unreimbursed Realized Losses so decreased shall be deemed not to exist.


 


With
respect to any Distribution Date, any Realized Losses allocated pursuant to this Agreement with respect to such Distribution Date
shall reduce the Lower-Tier Principal Balances of the Lower-Tier Regular Interests as a write-off and shall be allocated among
the Lower-Tier Regular Interests in the same priority as the Class of Corresponding Certificates.


 


(g)          All
amounts distributable to a Class of Certificates pursuant to this Section 4.01 on each Distribution Date shall be allocated
pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately


 






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available funds to the account of such Holder at a bank or other entity located in the
United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


(h)          Except
as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate Administrator shall,
as soon as reasonably practicable within the month preceding the month in which the final distribution with respect to any Class
of Certificates is expected to be made, mail to each Holder of such Class of Certificates on such date a notice to the effect
that:


 


(A)          the
Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with
respect to such Class of Certificates will be made on such Distribution Date, but only upon presentation and surrender of such
Certificates at the office of the Certificate Administrator therein specified, and


 


(B)          if
such final distribution is made on such Distribution Date, no interest shall accrue on such Certificates from and after such Distribution
Date;


 


provided,
that the Class R Certificates shall remain outstanding until no other Class of Certificates or Lower-Tier Regular Interests are
outstanding.


 


Any
funds not distributed to any Holder or Holders of such Classes of Certificates on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held for the benefit of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h)
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Holders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have
been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to
contact the remaining non-tendering Holders concerning surrender of their Certificates. The costs and expenses of holding such
funds in trust and of contacting such Holders shall be paid out of such funds. Subject to applicable state escheatment laws, if
within two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent
shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
hereunder and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund
and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to any Holder on any
amount held hereunder or by the Certificate Administrator as a result of such


 






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Holder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with this Section 4.01(h). Any such amounts transferred to the Certificate Administrator
may be invested in Permitted Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


(i)          Shortfalls
in Available Funds resulting from Excess Prepayment Interest Shortfalls, if any, for each Distribution Date will be allocated
among the various Classes of Regular Certificates and, in each case, correspondingly to the respective Class or Classes of Corresponding
Lower-Tier Regular Interests, pro rata, based upon the Interest Accrual Amount distributable to each such Class of Certificates
prior to reduction by such Excess Prepayment Interest Shortfalls. Compensating Interest Payments shall be deposited by the Master
Servicer into the Collection Account on or prior to the Master Servicer Remittance Date.


 


(j)          On
the final Master Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate
Administrator who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that
it is servicing and that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding
Master Servicer Remittance Date in accordance with Section 3.06(e)(v) of this Agreement.


 


(k)          On
each Distribution Date, the Certificate Administrator shall withdraw from the Excess Interest Distribution Account any amounts
on deposit therein that represent Excess Interest received with respect to each ARD Loan during the related Collection Period
shall be distributed to the Holders of the Class S Certificates in an amount equal to such Excess Interest.


 


Section
4.02      Statements to Certificateholders; Reports by Certificate Administrator; Other
Information Available to the Holders and Others. (a) On each Distribution Date, the Certificate Administrator shall
prepare and make available on the Certificate Administrator’s Website to each Certificateholder a statement
(substantially in the form set forth as Exhibit K to this Agreement and based on the information set forth in (i) the
CREFC® Investor Reporting Package (CREFC® IRP) prepared by the Master Servicer (other than the
CREFC® Special Servicer Loan File) and the other reports prepared by the Master Servicer, Certificate
Administrator and Special Servicer relating to such Distribution Date, including the CREFC® Special Servicer
Loan File, upon which information the Certificate Administrator may conclusively rely, in accordance with
CREFC® guidelines and (ii) the CREFC® Reconciliation of Funds Template prepared by the
Certificate Administrator) as to distributions made on such Distribution Date (each, a “Distribution Date
Statement”) setting forth (with respect to each Class of Certificates) the following information:


 


(i)            the
Record Date, Interest Accrual Period, and Determination Date for such Distribution Date;


 


(ii)           the
aggregate amount of the distribution to be made on such Distribution Date to the Holders of each Class of Certificates with a
Certificate Balance in reduction of the Certificate Balance of those Certificates;


 






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(iii)          the
aggregate amount of the distribution to be made on such Distribution Date to the Holders of each Class of Certificates (other
than the Class R and Class S Certificates) allocable to (A) the Interest Accrual Amount and/or (B) Interest Shortfalls;


 


(iv)          the
aggregate amount of Advances made in respect of the Distribution Date and the amount of interest paid on Advances since the prior
Distribution Date (including, to the extent material, the general use of funds advanced and general source of funds for reimbursements);


 


(v)          the
aggregate amount of compensation, if any, paid to the Trustee, the Certificate Administrator, CREFC®, the Operating
Advisor and the Asset Representations Reviewer and servicing compensation, if any, paid to the Master Servicer and the Special
Servicer for the related Determination Date and any other fees or expenses accrued and paid from the Trust Fund;


 


(vi)          (A)
the Available Funds for the Distribution Date, (B) the total amount of all principal and/or interest distributions, as well as
any other distributions (other than Yield Maintenance Charges), properly made on or in respect of any Class of Regular Certificates
with respect to such Distribution Date and (C) any other cash flows received on the Mortgage Loans and applied to pay fees and
expenses (including the components of the Available Funds, or such other cash flows);


 


(vii)         the
amount of the distribution on the Distribution Date to the holders of any Class of Regular Certificates allocable to Prepayment
Premiums and Yield Maintenance Charges;


 


(viii)        the
accrued Interest Accrual Amount in respect of each Class of Regular Certificates for such Distribution Date;


 


(ix)           the
Pass-Through Rate for each Class of Regular Certificates for the Distribution Date and the next succeeding Distribution Date;


 


(x)            the
Principal Distribution Amount for the Distribution Date;


 


(xi)           the
aggregate Certificate Balance or aggregate Notional Amount, as the case may be, of each Class of Certificates (other than the
Class S or Class R Certificates), immediately before and immediately after such Distribution Date, separately identifying any
reduction in the aggregate Certificate Balance (or, if applicable, the aggregate Notional Amount) of each such Class as a result
of the allocation of any Realized Loss and/or Additional Trust Fund Expenses on such Distribution Date;


 


(xii)          the
fraction, expressed as a decimal carried to at least eight places, the numerator of which is the then related Certificate Balance,
and the denominator of which is the related initial aggregate Certificate Balance, for each Class of Regular Certificates, immediately
following the Distribution Date;


 


(xiii)         the
amount of any Appraisal Reduction Amounts, Collateral Deficiency Amounts and Cumulative Appraisal Reduction Amounts allocated
during the related


 






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Collection Period on a loan-by-loan basis; and the total Appraisal Reduction Amounts, Collateral Deficiency
Amounts and Cumulative Appraisal Reduction Amounts as of such Distribution Date on a loan-by-loan basis;


 


(xiv)        the
number and related Stated Principal Balance of any Mortgage Loans modified, extended or waived on a loan-by-loan basis since the
previous Determination Date (including a description of any material modifications, extensions or waivers to Mortgage Loan terms,
fees, penalties or payments during the Collection Period or that have cumulatively become material over time);


 


(xv)         the
amount of any remaining unpaid Interest Shortfalls for each Class of Regular Certificates as of the Distribution Date;


 


(xvi)        an
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment (other than Liquidation Proceeds and
Insurance Proceeds) during the related Collection Period and the amount of Principal Prepayment occurring, together with the aggregate
amount of Principal Prepayments made during the related Collection Period;


 


(xvii)       an
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date;


 


(xviii)      the
amount of the distribution to the holders of each Class of Certificates on the Distribution Date attributable to reimbursement
of Realized Losses;


 


(xix)         as
to any Mortgage Loan repurchased by a Mortgage Loan Seller or otherwise liquidated or disposed of during the related Collection
Period, (A) the Loan Number of the related Mortgage Loan and (B) the amount of proceeds of any repurchase of a Mortgage Loan,
Liquidation Proceeds and/or other amounts, if any, received thereon during the related Collection Period and the portion thereof
included in the Available Funds for such Distribution Date;


 


(xx)          the
amount on deposit in each of the Interest Reserve Account and the Gain-on-Sale Reserve Account before and after giving effect
to the distribution made on such Distribution Date (and any material account activity since the prior Distribution Date);


 


(xxi)         the
then-current credit support levels for each Class of Certificates (other than the Class X, Class S and Class R Certificates);


 


(xxii)        the
original and then-current ratings of each Class of Certificates (other than the Class S and Class R Certificates);


 


(xxiii)       with
respect to any REO Loan as to which the related Mortgaged Property became an REO Property during the preceding calendar month,
the city, state, property type, latest Debt Service Coverage Ratio and the current Stated Principal Balance;


 






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(xxiv)       with
respect to any REO Property included in the Trust Fund at the close of business on the related Determination Date (A) the Loan
Number of the related Mortgage Loan and (B) the value of such REO Property based on the most recent Appraisal or valuation;


 


(xxv)        with
respect to any Serviced REO Property sold or otherwise disposed of during the related Collection Period and for which a Final
Recovery Determination has been made, (A) the Loan Number of the related Mortgage Loan, (B) the Realized Loss attributable to
the related Mortgage Loan, (C) the amount of sale proceeds and other amounts, if any, received in respect of such Serviced REO
Property during the related Collection Period and the portion thereof included in the Available Funds for such Distribution Date,
(D) the date of the Final Recovery Determination and (E) the balance of the Gain-on-Sale Reserve Account for such Distribution
Date;


 


(xxvi)       the
amount of the distribution on the Distribution Date to the holders of the Class S and Class R Certificates;


 


(xxvii)      material
breaches of Mortgage Loan representations and warranties or any covenants under this Agreement of which the Certificate Administrator
has received or delivered written notice;


 


(xxviii)     the
identity of the Operating Advisor;


 


(xxix)       the
amount of Realized Losses, Additional Trust Fund Expenses and Interest Shortfalls, if any, incurred with respect to the Mortgage
Loans during the related Collection Period and in the aggregate for all prior Collection Periods (except to the extent reimbursed
or paid);


 


(xxx)        an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the
related Collection Period;


 


(xxxi)       the
identity of the Controlling Class;


 


(xxxii)      the
identity of the Directing Holder; and


 


(xxxiii)      such
other information as contemplated by Exhibit K to this Agreement.


 


In
the case of information furnished pursuant to sub-clauses (ii), (iii), (v), (vii), (viii), (xv) and (xviii) above, the amounts
shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per $1,000 of original
Certificate Balance or Notional Amount, as the case may be.


 


The
Master Servicer may omit from the reports that it delivers to the Certificate Administrator (and the Special Servicer may omit
from the reports it delivers to the Master Servicer) in connection with the preparation of the Distribution Date Statement any
information that the Master Servicer or the Special Servicer, as applicable, regards as confidential, so long as such information
is not required to be disclosed pursuant to Item 1125 of Regulation AB. None of the Master Servicer, the Special Servicer, the
Trustee or the Certificate Administrator shall be


 






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responsible for the accuracy or completeness of any information supplied to
it by a Borrower, the Depositor, any Sponsor, any party to this Agreement or a master servicer, a special servicer or other similar
party under an Other Pooling and Servicing Agreement or other third party that is included in any reports, statements, materials
or information prepared or provided by the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator,
as applicable.


 


If
and for so long as the Trust is subject to the reporting requirements of the Exchange Act, no Distribution Date Statement that
is part of any Commission filing shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency
to any Class of Certificates.


 


On
each Distribution Date, the Certificate Administrator shall make available to each Holder of a Class R Certificate a copy of the
reports made available to the other Certificateholders on such Distribution Date and a statement setting forth the amounts, if
any, actually distributed with respect to the Class R Certificates on such Distribution Date. Such obligation of the Certificate
Administrator shall be deemed to have been satisfied to the extent that it provided substantially comparable information pursuant
to any requirements of the Code as from time to time in force.


 


The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by
virtue of its receipt and posting of such information to the Certificate Administrator’s Website or filing such information
pursuant to this Agreement, including, but not limited to, filing via through the EDGAR system, unless the Certificate Administrator
has an explicit obligation to review or prepare such information.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Certificateholder of record, a report summarizing on an annual basis (if appropriate)
the items provided to Certificateholders pursuant to clauses (ii) and (iii) above as to the applicable Class, aggregated for such
calendar year or applicable portion thereof during which such person was a Certificateholder, together with such other information
that the Certificate Administrator deems necessary or desirable, or that a Certificateholder or Certificate Owner reasonably requests,
to enable such Certificateholders to prepare their federal income tax returns. Such information shall include the amount of original
issue discount accrued on each Class of Certificates held by Persons other than Holders exempted from the reporting requirements
and information regarding the expenses of the Trust Fund. Such requirement shall be deemed to be satisfied to the extent such
information is provided pursuant to applicable requirements of the Code from time to time in force.


 


On
each Distribution Date, the Certificate Administrator shall deliver the related Distribution Date Statement to the Depositor in
electronic format to dbinvestor@list.db.com (or to such other address as the Depositor shall specify by written notice to the
Certificate Administrator).


 


Upon
receipt of any Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
11.04(e), the Certificate Administrator shall include such summary in Item 1B on the Form 10-D for such period in which the
Asset Review Report Summary was delivered.


 






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(b)          The
Certificate Administrator shall make available via the Certificate Administrator’s Website, to any Privileged Person (provided
that the Prospectus, the Distribution Date Statements and the Commission filings will be made available to the general public,
and provided further that any Privileged Person that is a Borrower Party shall only be entitled to access documents made available
to the general public) the following items, in each case to the extent received by the Certificate Administrator:


 


(i)         
   the following “deal documents”:


 


(A)          the
Prospectus;


 


(B)          this
Agreement, each sub-servicing agreement delivered to the Certificate Administrator from and after the Closing Date (if any), the
Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


(C)          the
CREFC® Loan Setup File delivered to the Certificate Administrator by the Master Servicer;


 


(ii)          
the following “SEC EDGAR filings”:


 


(A)          any
reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect to the Trust through
the EDGAR system;


 


(iii)          the
following “periodic reports”:


 


(A)          the
Distribution Date Statements;


 


(B)          the
supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®
Investor Reporting Package (CREFC® IRP)” (other than the CREFC® Loan Setup File
and the CREFC® Special Servicer Loan File), to the extent it has received or prepared such report or file; and


 


(C)          all
Operating Advisor Annual Reports.


 


(iv)          the
following “additional documents”:


 


(A)          the
summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format;


 


(B)          any
other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format; and


 


(C)          the
CREFC® Appraisal Reduction Template;


 


(v)          
the following “special notices”:


 


(A)          any
notice with respect to a release pursuant to Section 3.10(g);


 



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(B)          all
Special Notices;


 


(C)          notice
of any waiver, modification or amendment of any term of any Mortgage Loan;


 


(D)          notice
of final payment on the Certificates;


 


(E)          all
notices of the occurrence of any Servicer Termination Events (or any analogous servicer termination event under any Other Pooling
and Servicing Agreement relating to any Non-Serviced Whole Loan) received by the Certificate Administrator;


 


(F)          notice
of termination or resignation of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee);


 


(G)          any
notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related report
prepared by the Operating Advisor in connection with such recommendation;


 


(H)          any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer, the Operating
Advisor or the Asset Representations Reviewer;


 


(I)          notice
of the Certificate Administrator’s determination that an Asset Review Trigger is in effect and any other notice required
to be delivered to the Certificateholders pursuant to Section 11.01;


 


(J)          any
Asset Review Report Summary received by the Certificate Administrator;


 


(K)          any
and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the
Master Servicer’s, the Trustee’s or the Special Servicer’s, as the case may be, determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance;


 


(L)          any
notice of the termination of the Trust;


 


(M)          any
notice of the occurrence and continuance of a Control Termination Event or an Operating Advisor Consultation Event;


 


(N)          any
notice of the occurrence of a Consultation Termination Event;


 


(O)          any
notice of the occurrence of an Operating Advisor Termination Event;


 






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(P)          any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(Q)          any
Proposed Course of Action Notice;


 


(R)          all
of the annual compliance statements and annual assessments as to compliance delivered to the Certificate Administrator since the
Closing Date pursuant to Section 10.11 and Section 10.12 of this Agreement;


 


(S)          all
of the annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator
since the Closing Date pursuant to Section 10.13 of this Agreement; and


 


(T)          any
notice or documents provided by the Depositor or the Master Servicer directing the Certificate Administrator to post to the “special
notices” tab;


 


(vi)          the
Investor Q&A Forum;


 


(vii)          solely
to Certificateholders and Certificate Owners, the Investor Registry; and


 


(viii)          the
following “risk retention special notices”, if any, shall also be posted to the “Risk Retention Special Notices”
tab on the Certificate Administrator’s Website:


 


(A)          the
disclosure required pursuant to 12 C.F.R. 244.4(c)(1)(ii) of the Risk Retention Rule; and


 


(B)          any
noncompliance of the applicable credit risk retention requirements under Section 15G of the Exchange Act by the Third-Party Purchaser
or a successor third party purchaser as and to the extent the Retaining Sponsor is required under the credit risk retention requirements
under Section 15G of the Exchange Act;


 


provided
that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence
of an Excluded Loan, the Certificate Administrator shall only be required to make available such notice of the occurrence and
continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event
to the extent the Certificate Administrator has been notified of such Excluded Loan.


 


The
Certificate Administrator shall, in addition to posting the applicable notices on the “Risk Retention Special Notices”
tab described in clause (viii) above, provide email notification to any Privileged Person (other than Financial Market Publishers)
that has registered to receive access to the Certificate Administrator’s Website that a notice has been posted to the “Risk
Retention Special Notices” tab.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
(and not under any of the


 






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tabs or headings described in items (i) through (vii) above) and made available to Privileged Persons
other than Excluded Controlling Class Holders (unless loan-by-loan segregation is later performed by the Certificate Administrator
in which case such access by an Excluded Controlling Class Holder shall only be prohibited with respect to the related Excluded
Controlling Class Mortgage Loans).


 


Any
Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items
made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission
filings on the Certificate Administrator’s Website, and (b) in the case of the Directing Holder or a Controlling Class Certificateholder,
if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee in physical form of an investor certification substantially in
the forms of Exhibit L-1D and Exhibit L-1E and upon delivery to the Certificate Administrator in physical form of
an investor certification substantially in the form of Exhibit L-1F, which shall include each of the CTSLink User ID’s
associated with such Excluded Controlling Class Holder, all information (other than Excluded Information) available on the Certificate
Administrator’s Website (unless loan-by-loan segregation is later performed by the Certificate Administrator in which case
such access by an Excluded Controlling Class Holder shall only be prohibited with respect to the related Excluded Controlling
Class Mortgage Loans).


 


In
the case of the Directing Holder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon
delivery of an investor certification substantially in the form of Exhibit L-1B hereto, such Directing Holder or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an investor
certification in the form of Exhibit L-1B hereto from the Directing Holder or a Controlling Class Certificateholder to
the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit
L-1D hereto from the Directing Holder or a Controlling Class Certificateholder to the effect that such Person is an Excluded
Controlling Class Holder with respect to one or more Excluded Controlling Class Mortgage Loan(s). In the event the Directing Holder
or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly notify each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially
in the form of Exhibit L-1E that such party is an Excluded Controlling Class Holder and identify the Excluded Controlling
Class Mortgage Loan(s) and thereafter shall not be entitled to any Excluded Information related to such Excluded Controlling Class
Mortgage Loan(s) and made available on the Certificate Administrator’s Website. With respect to any Excluded Information,
each of the Master Servicer, the Special Servicer and the Operating Advisor shall mark or label such information as “Excluded
Information” prior to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the
Certificate Administrator’s Website such Excluded Information (and may be segregated on loan-by-loan basis) from information
relating to other Mortgage Loans. Notwithstanding anything herein to the contrary, each of the Master Servicer, the Special Servicer,
the Operating Advisor and the Certificate Administrator shall be entitled to conclusively assume that the Directing Holder and
all beneficial owners of the Certificates of the Controlling Class are not Excluded Controlling Class Holders except to the extent
that the


 






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Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, has received
such notice from the Directing Holder or a Controlling Class Certificateholder that it has become an Excluded Controlling Class
Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall be liable
for any communication to the Directing Holder or Controlling Class Certificateholder or disclosure of Excluded Information if
the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did not receive
prior written notice that the related Mortgage Loan is an Excluded Controlling Class Mortgage Loan (including, in the case of
a summary of an Asset Status Report or Final Asset Status Report delivered to the Certificate Administrator for posting to the
Certificate Administrator’s Website and/or any failure to label any such information provided to the Certificate Administrator).


 


Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on (i) any written notice from the Directing Holder or a Controlling Class Certificateholder that it is no longer an Excluded
Controlling Class Holder and (ii) any certification delivered by the Directing Holder or a Controlling Class Certificateholder,
as applicable, substantially in the form of Exhibit L1-B that such Person is no longer an Excluded Controlling Class Holder.
To the extent the Directing Holder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any
Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information,
such Directing Holder or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly
provide any information related to the Excluded Controlling Class Mortgage Loan to the related Borrower or to any Excluded Controlling
Class Holder or (A) any employees or personnel of such Directing Holder or Controlling Class Certificateholder or any Affiliate
involved in the management of any investment in the related Borrower or the related Mortgaged Property or (B) to its actual knowledge,
any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower, and (ii) will maintain sufficient
internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause
(i) above.


 


The
Certificate Administrator makes no representations or warranties as to the accuracy or completeness of such information and assumes
no responsibility therefor. In addition, the Certificate Administrator may disclaim responsibility for any information distributed
or filed by the Certificate Administrator for which it is not the original source. The Certificate Administrator shall not be
responsible for the accuracy or completeness of any information supplied to it by the Master Servicer or Special Servicer that
is included in any reports, statements, materials or information prepared or provided by the Master Servicer or Special Servicer,
as applicable, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s reports
and the Special Servicer’s reports without any duty or obligation to recompute, verify or re-evaluate any of the amounts
or other information stated therein. In connection with providing access to the Certificate Administrator’s Internet website,
the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall
not be liable for the dissemination of information in accordance herewith. Notwithstanding anything herein to the contrary, the
Certificate Administrator shall not be liable for any Excluded Information to the extent such information was included in any
summary of an Asset Status Report or Final Asset Status Report delivered to the Certificate


 






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Administrator for posting to the Certificate
Administrator’s Website and not properly identified as Excluded Information.


 


The
Certificate Administrator shall have no liability for access by an Excluded Controlling Class Holder to the Certificate Administrator’s
Website of any information with respect to which such Excluded Controlling Class Holder is prohibited from accessing pursuant
to this Agreement if such Excluded Controlling Class Holder provided an Investor Certification but did not indicate it was a Borrower
Party.


 


The
provisions in this Section shall not limit the Master Servicer’s ability to make accessible certain information regarding
the Mortgage Loans at a website maintained by the Master Servicer.


 


(c)          The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A
Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and Certificate
Owners who are Privileged Persons may (A) submit questions to the Certificate Administrator relating to the Distribution Date
Statement, (B) submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports being made
available pursuant to this Section 4.02(c), the Mortgage Loans or the Mortgaged Properties (other than a Non-Serviced Mortgage
Loan or related Mortgaged Properties) and (C) submit questions to the Operating Advisor relating to the Operating Advisor Annual
Reports or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether
or not referenced in any Operating Advisor Annual Reports or other reports prepared by the Operating Advisor (collectively, “Inquiries”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers thereto.
Upon receipt of an Inquiry for the Master Servicer, the Special Servicer or the Operating Advisor, the Certificate Administrator
shall forward the Inquiry to the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, (and in the case
of an inquiry relating to a Non-Serviced Mortgage Loan, to the applicable party under the Other Pooling and Servicing Agreement)
in each case within a commercially reasonable period following receipt thereof. Following receipt of an Inquiry, the Certificate
Administrator, the Master Servicer, the Special Servicer (other than with respect to the Non-Serviced Mortgage Loans or related
Mortgaged Properties) or the Operating Advisor, as applicable, unless it determines not to answer such Inquiry as provided below,
shall reply to the Inquiry, which reply of the Master Servicer, Special Servicer or the Operating Advisor shall be sent by email
to the Certificate Administrator. The Certificate Administrator shall post (within a commercially reasonable period following
preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the Investor Q&A Forum.
If the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines, in its respective
sole discretion, that (i) any Inquiry is beyond the scope outlined above, (ii) answering any Inquiry would not be in the best
interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, this
Agreement or the applicable Loan Documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant
additional cost or expense to, the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor,
as applicable, (v) answering such inquiry would require the disclosure of Privileged Information (subject to the Privileged Information
Exception), (vi) answering such inquiry would or is reasonably expected


 






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to result in a waiver of an attorney-client privilege
or the disclosure of attorney work product, or (vii) answering any Inquiry is otherwise not advisable for any reason, it shall
not be required to answer such Inquiry and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor,
shall promptly notify the Certificate Administrator, and the Certificate Administrator shall not post such Inquiry on the Investor
Q&A Forum. In addition, no party shall post or otherwise disclose information known to such party to be Privileged Information
as part of its response to any Inquiry. The Certificate Administrator shall notify the Person who submitted such Inquiry if the
Inquiry will not be answered. The Certificate Administrator shall not be required to post to the Investor Q&A Forum any Inquiry
or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature.
The Investor Q&A Forum will not reflect questions, answers and other communications between the Certificate Administrator
or other Person which are not submitted via the Investor Q&A Forum. In addition, no party is permitted to post or otherwise
disclose direct communication with the Directing Holder as part of its response to any questions. In the case of an Inquiry relating
to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related
non-serviced master servicer or the related non-serviced special servicer, as applicable; provided that the Certificate
Administrator shall not be responsible for the content of such answer or any delay or failure to obtain such answer.


 


(d)          The
Certificate Administrator shall make available to any Certificateholder and Certificate Owner, the Investor Registry. The “Investor
Registry” shall be a voluntary service available on the Certificate Administrator’s Website, where Certificateholders
and Certificate Owners can register and thereafter obtain contact information with respect to any other Certificateholder or Certificate
Owner that has so registered. Any person registering to use the Investor Registry will be required to certify that (a) it is a
Certificateholder or a Certificate Owner and (b) it grants authorization to the Certificate Administrator to make its name and
contact information available on the Investor Registry for at least 45 days from the date of such certification to other registered
Certificateholders and registered Certificate Owners. Such Person shall then be asked to enter certain mandatory fields such as
the individual’s name, the company name and email address, as well as certain optional fields such as address, phone, and
Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies the Certificate Administrator that it
wishes to be removed from the Investor Registry (which notice may not be within 45 days of its registration), the Certificate
Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator will not be responsible for verifying
or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any
information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor
Registry.


 


(e)          The
Master Servicer may at its sole cost and expense, but is not required to, make any of the reports or files it delivers pursuant
to this Agreement available on the Master Servicer’s website only with the use of a password, in which case the Master Servicer
shall provide such password to (i) the other parties to this Agreement, who by their acceptance of such password shall be deemed
to have agreed not to disclose such password to any other Person and (ii) each Certificateholder and prospective Certificateholder
who requests such password, provided that any such Certificateholder or prospective Certificateholder, as the case may
be, has delivered an Investor Certification to the Trustee, the Certificate Administrator and the Master


 






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Servicer. In connection
with providing access to the Master Servicer’s website, the Master Servicer may require registration and the acceptance
of a disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which may include, to
the extent the Master Servicer deems necessary or appropriate, conditioning access on execution of an agreement governing the
availability, use and disclosure of such information, and which may provide indemnification to the Master Servicer for any liability
or damage that may arise therefrom. The Master Servicer shall not be liable for dissemination of this information in accordance
with this Agreement, provided that such information otherwise meets the requirements set forth herein with respect to the
form and substance of such information or reports. The Master Servicer shall be entitled to attach to any report provided pursuant
to this subsection, any reasonable disclaimer with respect to information provided, or any assumptions required to be made by
such report. Notwithstanding anything herein to the contrary, the Master Servicer may, at its sole cost and expense, make available
by electronic media, bulletin board service or Internet website any reports or other information the Master Servicer is required
or permitted to provide to any Borrower with respect to such Borrower’s Mortgage Loan or Serviced Whole Loan to the extent
such action does not conflict with the terms of this Agreement, the terms of the related Loan Documents or applicable law. If
the Master Servicer is required to deliver any statement, report or other information under any provision of this Agreement, then,
the Master Servicer may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information,
(y) delivering such statement, report or information in a commonly used electronic format, or (z) making such statement, report
or information available on its website, unless this Agreement expressly specifies a particular method of delivery; provided
that all reports required to be delivered to the Certificate Administrator shall be delivered in accordance with clause (x)
or (y) or, upon request, clause (z).


 


(f)          Subject
to Section 3.13, the Special Servicer shall from time to time (and, in any event, as may be reasonably requested by the
Master Servicer) provide the Master Servicer with such information in its possession regarding the Specially Serviced Loans and
REO Properties as may be reasonably necessary for the Master Servicer to prepare each report and any supplemental information
to be provided by the Master Servicer to the Certificate Administrator. Neither the Certificate Administrator nor the Depositor
shall have any obligation to recompute, verify or recalculate the information provided thereto by the Master Servicer. Unless
the Certificate Administrator has actual knowledge that any report or file received from the Master Servicer contains erroneous
information, the Certificate Administrator is authorized to rely thereon in calculating and making distributions to Certificateholders
and allocating Realized Losses to the Certificates in accordance with Section 4.01 of this Agreement and preparing the
statements to Certificateholders required by Section 4.02(a) of this Agreement.


 


(g)          As
soon as reasonably practicable, upon the written request of and at the expense of any Certificateholder, the Certificate Administrator
shall provide the requesting Certificateholder with such information that is in the Certificate Administrator’s possession
or can reasonably be obtained by the Certificate Administrator as is requested by such Certificateholder, for purposes of satisfying
applicable reporting requirements under Rule 144A under the Securities Act. Neither the Certificate Registrar nor the Certificate
Administrator shall have any responsibility for the sufficiency under Rule 144A or any other securities laws of any available
information so furnished to any person including any prospective purchaser of a


 






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Certificate or any interest therein, nor for the
content or accuracy of any information so furnished which was prepared or delivered to them by another.


 


(h)          The
Certificate Administrator shall make available at its offices, during normal business hours, upon not less than two Business Days
prior notice, for review by any Privileged Person and any Serviced Companion Loan Noteholder that is a Privileged Person (solely
with respect to items (ii) and (iii), to the extent such information relates to the related Serviced Companion Loan), originals
or copies of documents relating to the Mortgage Loans and any related REO Properties to the extent in its possession, including,
without limitation, the following items (except to the extent prohibited by applicable law or under any of the related Loan Documents):


 


(i)     
     any and all notices and reports delivered to the Certificate Administrator with respect to any
Mortgaged Property as to which the environmental testing contemplated by Section 3.10(f) of this Agreement revealed
that neither of the conditions set forth in clauses (i) and (ii) thereof was satisfied;


 


(ii)      
    the most recent annual (or more frequent, if available) operating statements, rent rolls (to the
extent such rent rolls have been made available by the related Borrower) and/or lease summaries and retail sales information,
if any, received from the Master Servicer or the Special Servicer in respect to each Mortgaged Property;


 


(iii)          the
Mortgage File, including any and all modifications, waivers and amendments of the terms of a Mortgage Loan or Serviced Whole Loan
entered into by the Master Servicer and/or the Special Servicer and delivered to the Certificate Administrator; and


 


(iv)          any
other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities
Act.


 


The
Certificate Administrator may require a Privileged Person to execute an Investor Certification prior to granting access to such
information, which may be in the form of a “click-through” confirmation. Copies of any and all of the foregoing items
will be available from the Certificate Administrator upon request. The Certificate Administrator will be permitted to require
payment by the requesting party (other than a Rating Agency) of a sum sufficient to cover the reasonable costs and expenses of
making such information available and providing any copies thereof. The Certificate Administrator’s obligation under this
Section 4.02(h) to make available any document is subject to the Certificate Administrator’s receipt of such document.


 


The
Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this
Agreement.


 


(i)          The
Depositor hereby authorizes the Certificate Administrator to make available to any Financial Market Publisher or such other vendor
chosen by the Depositor that submits to the Certificate Administrator a certification substantially in the form of Exhibit
L-2 to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered
or made available pursuant to this Section 4.02 to Privileged Persons.


 






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Section
4.03      Compliance with Withholding Requirements. Notwithstanding any other provision of
this Agreement, the Paying Agent shall comply with all federal withholding requirements with respect to payments to
Certificateholders and other payees of interest, original issue discount or other amounts that the Paying Agent reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for any such
withholding. If the Paying Agent or its agent withholds any amount from interest, original issue discount payments or other
amounts or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements, the Paying Agent
shall indicate the amount withheld to such Certificateholder or payee. Any amount so withheld shall be treated as having been
distributed to such Certificateholder for all purposes of this Agreement.


 


Section
4.04      REMIC Compliance. (a) The parties intend that the Lower-Tier REMIC and the
Upper-Tier REMIC shall constitute, and that the affairs of the Lower-Tier REMIC and the Upper-Tier REMIC shall be conducted
so as to qualify it as, a “real estate mortgage investment conduit” as defined in, and in accordance with, the
REMIC Provisions at all times any Certificates are outstanding, and the provisions hereof shall be interpreted consistently
with this intention. In furtherance of such intention, the Certificate Administrator shall, to the extent permitted by
applicable law, act as agent, and is hereby appointed to act as agent, of each such REMIC and shall on behalf of each such
REMIC:


 


(i)          
make or cause to be made an election, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, to be treated as a
REMIC on Form 1066 for its first taxable year, in accordance with the REMIC Provisions;


 


(ii)          prepare
and timely file, or cause to be prepared and timely filed, and cause the Trustee to sign (and the Trustee shall sign), all required
Tax Returns for the Lower-Tier REMIC and the Upper-Tier REMIC, using a calendar year as the taxable year for each of such REMIC
as required by the REMIC Provisions and other applicable federal, state or local income tax laws;


 


(iii)          prepare
and forward, or cause to be prepared and forwarded, to the Certificateholders and the IRS and applicable state and local tax authorities
all information reports as and when required to be provided to them in accordance with the REMIC Provisions;


 


(iv)          if
the filing or distribution of any documents of an administrative nature not addressed in clauses (i) through (iii) of this Section
4.04(a) is then required by the REMIC Provisions in order to maintain the status of the Lower-Tier REMIC and the Upper-Tier
REMIC as a REMIC or is otherwise required by the Code, prepare and file or distribute, or cause to be prepared and signed and
filed or distributed, such documents with or to such Persons when and as required by the REMIC Provisions or the Code or comparable
provisions of state and local law;


 


(v)          within
30 days of the Closing Date, obtain a taxpayer identification number for each of the Lower-Tier REMIC and the Upper-Tier REMIC
on IRS Form SS-4 and (in the case of the Upper-Tier REMIC only), furnish or cause to be furnished to the IRS, on Form 8811 or
as otherwise may be required by the Code, the name, title and address of the person that the Certificateholders may contact for
tax information relating thereto (and the


 






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Certificate Administrator shall act as the representative of the Upper-Tier REMIC for
this purpose), together with such additional information as may be required by such Form, and shall update such information at
the time or times and in the manner required by the Code (and the Depositor agrees within 10 Business Days of the Closing Date
to provide any information reasonably requested by the Master Servicer, the Special Servicer or the Certificate Administrator
and necessary to make such filing); and


 


(vi)          maintain
such records relating to the Lower-Tier REMIC and the Upper-Tier REMIC as may be necessary to prepare the foregoing returns, schedules,
statements or information, such records, for federal income tax purposes, to be maintained on a calendar year and on an accrual
basis.


 


The
Holder of the largest Percentage Interest of the Class R Certificates shall be the tax matters person and “partnership representative”
within the meaning of Section 6223 of the Code (to the extent such provision is applicable to the Trust REMICs) of each Trust
REMIC. If more than one Holder shall hold an equal Percentage Interest of the Class R Certificates larger than that held by any
other Holder, the first such Holder to have acquired such Class R Certificates shall be such tax matters person and “partnership
representative”. The Certificate Administrator shall be designated as the “tax matters person” and “partnership
representative” of the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 6223 of the Code, and each
Holder of a Percentage Interest in the Class R Certificates, by acceptance hereof, is deemed to have consented to such designation
and agrees to execute any documents required to give effect thereto, and any fees and expenses incurred by the Certificate Administrator
in connection with any audit or administrative or judicial proceeding shall be paid by the Trust Fund.


 


The
Certificate Administrator shall not intentionally take any action or intentionally omit to take any action if, in taking or omitting
to take such action, the Certificate Administrator has actual knowledge that such action or omission (as the case may be) would
cause the termination of the REMIC status of the Lower-Tier REMIC or the Upper-Tier REMIC or the imposition of tax on the Lower-Tier
REMIC or the Upper-Tier REMIC (other than a tax on income expressly permitted to be received by the terms of this Agreement).
Notwithstanding any provision of this paragraph to the contrary, the Certificate Administrator shall not be required to take any
action that the Certificate Administrator in good faith believes to be inconsistent with any other provision of this Agreement,
nor shall the Certificate Administrator be deemed in violation of this paragraph if it takes any action expressly required or
authorized by any other provision of this Agreement, and the Certificate Administrator shall have no responsibility or liability
with respect to any act or omission of the Depositor, the Trustee, the Master Servicer or the Special Servicer which does not
enable the Certificate Administrator to comply with any of clauses (i) through (vi) of the first paragraph of this Section
4.04(a) or which results in any action contemplated by clauses (i) or (ii) of the next succeeding sentence. In this regard
the Certificate Administrator shall (i) exercise reasonable care not to allow the occurrence of any “prohibited transactions”
within the meaning of Section 860F(a) of the Code, unless the party seeking such action shall have delivered to the Certificate
Administrator an Opinion of Counsel (at such party’s expense) that such occurrence would not (A) result in a taxable gain,
(B) otherwise subject the Lower-Tier REMIC or the Upper-Tier REMIC to tax (other than a tax at the highest marginal corporate
tax rate on net income from foreclosure property), or (c) cause


 






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the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC; and (ii) exercise reasonable care not to allow the Trust Fund to receive any contributions, or any income from the
performance of services or from assets not permitted under the REMIC Provisions to be held by a REMIC (provided, that the
receipt of any income expressly permitted or contemplated by the terms of this Agreement shall not be deemed to violate this clause).
None of the Master Servicer, the Special Servicer, the Trustee or the Depositor shall be (i) permitted to take any action that
the Certificate Administrator would not be permitted to take pursuant to the preceding two sentences or (ii) responsible or liable
(except in connection with taking any act or omission referred to in the two preceding sentences or the following sentence) for
any failure by the Certificate Administrator to comply with the provisions of this Section 4.04. The Depositor, the Trustee,
the Master Servicer and the Special Servicer shall cooperate in a timely manner with the Certificate Administrator in supplying
any information within the Depositor’s, the Trustee’s, the Master Servicer’s or the Special Servicer’s
control (other than any confidential information) that is reasonably necessary to enable the Certificate Administrator to perform
its duties under this Section 4.04.


 


The
Certificate Administrator shall be responsible for the preparation of IRS Form W-9, if requested. The Trustee shall be entitled
to rely on any information contained therein and is hereby directed to execute such IRS Form W-9; provided, that the Certificate
Administrator shall be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by applicable Treasury Regulations.


 


The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or
successor provisions) to any REMIC and (ii) to avoid payment by any Trust REMIC under Section 6226 of the Code (or successor provisions)
of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder of any Class
R Certificate, past or present. A Holder of any Class R Certificate agrees, by acquiring such interest, to any such elections
and to the Certificate Administrator’s designation as “tax matters person” and “partnership representative”
of each REMIC under Section 6223 of the Code.


 


(b)          The
following assumptions are to be used for purposes of determining the anticipated payments of principal and interest for calculating
the original yield to maturity and original issue discount with respect to the Certificates: (i) each Mortgage Loan will pay principal
and interest in accordance with its terms and scheduled payments will be timely received on their Due Dates, provided that
the Mortgage Loans will prepay in accordance with the Prepayment Assumption; (ii) none of the Sole Certificateholder, the Master
Servicer, the Special Servicer and the Certificateholder owning a majority of the Percentage Interests in the Controlling Class
will exercise the right described in Section 9.01 of this Agreement to cause early termination of the Trust Fund; and (iii)
no Mortgage Loan is repurchased by a Mortgage Loan Seller pursuant to the terms of the related Mortgage Loan Purchase Agreement.


 


Section
4.05       Imposition of Tax on the Trust Fund. If any tax, including interest, penalties
or assessments, additional amounts or additions to tax, is imposed on the Lower-Tier REMIC or the Upper-Tier REMIC, such tax shall
be charged against amounts otherwise distributable to the Holders of the Certificates; provided that any taxes imposed
on any net income from foreclosure property pursuant to Section 860G(d) of the Code or any similar tax


 






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imposed by a state or local jurisdiction shall instead be treated as an expense of the related Serviced REO Property
in determining Net REO Proceeds with respect to the Serviced REO Property (and until such taxes are paid, the Special Servicer
from time to time shall withdraw from amounts in the REO Account (and, in the case of any Serviced Whole Loan, from amounts in
the Serviced Whole Loan REO Account) allocable to the Mortgage Loans and transfer to the Certificate Administrator amounts reasonably
determined by the Certificate Administrator to be necessary to pay such taxes, which the Certificate Administrator shall maintain
in a separate, non-interest-bearing account, and the Certificate Administrator shall send to the Special Servicer for deposit
in the REO Account (or, if applicable, the Serviced Whole Loan REO Account) the excess determined by the Certificate Administrator
from time to time of the amount in such account over the amount necessary to pay such taxes) and shall be paid therefrom; provided
that any such tax imposed on net income from foreclosure property that exceeds the amount in any such reserve shall be retained
from Available Funds as provided in Section 3.06(a)(xii) or, in the case of any Serviced Whole Loan, in Section 3.06(b)(xiii),
and the next sentence. Except as provided in the preceding sentence, the Certificate Administrator is hereby authorized to and
shall retain or cause to be retained from Available Funds sufficient funds to pay or provide for the payment of, and to actually
pay, such tax as is legally owed by the applicable Trust REMIC (but such authorization shall not prevent the Trustee from contesting,
at the expense of the Trust Fund or in the case of a Serviced Whole Loan with a Serviced Pari Passu Companion Loan, on a pro
rata basis as between the related Mortgage Loan and any related Serviced Pari Passu Companion Loan (based on their respective
outstanding principal balances)) any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by
law, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate or cause
to be segregated, into a separate non-interest bearing account, (i) the net income allocable to the Mortgage Loans from any “prohibited
transaction” under Section 860F(a) of the Code or (ii) the amount of any contribution to the Lower-Tier REMIC or the Upper-Tier
REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent
necessary, to pay such tax (and return the balance thereof, if any, to the Collection Account, the Lower-Tier Distribution Account
or the Upper-Tier Distribution Account). To the extent that any such tax is paid to the IRS, the Certificate Administrator shall
retain an equal amount from future amounts otherwise distributable to the Holders of the Class R Certificates, as the case may
be, and shall distribute such retained amounts to the Holders of Regular Certificates, or the Trustee as Holder of the Lower-Tier
Regular Interests, until they are fully reimbursed and then to the Holders of the Class R Certificates. Neither the Master Servicer,
the Special Servicer, the Certificate Administrator, nor the Trustee shall be responsible for any taxes imposed on the Lower-Tier
REMIC or the Upper-Tier REMIC except to the extent such tax is attributable to a breach of a representation or warranty or the
negligence or willful misconduct of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee or
an act or omission of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee in contravention
of this Agreement, provided, further, that such breach, act or omission could result in liability under Section
6.03 of this Agreement, in the case of the Master Servicer, Section 4.04 of this Agreement, in the case of the Trustee
or Section 4.04 of this Agreement, in the case of the Certificate Administrator in accordance with the standard of liability
set forth in those sections. Notwithstanding anything in this Agreement to the contrary, in each such case, the Master Servicer
or the Special Servicer shall not be responsible for the Trustee’s or the Certificate Administrator’s breaches, acts
or omissions, the Trustee shall not be responsible for the breaches,


 






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acts or omissions of the Certificate Administrator, the Master
Servicer or the Special Servicer and the Certificate Administrator shall not be responsible for the breaches, acts or omissions
of the Trustee, the Master Servicer or the Special Servicer.


 


Section
4.06      Remittances. On the Master Servicer Remittance Date immediately preceding each
Distribution Date, the Master Servicer with respect to the Mortgage Loans that it is servicing shall:


 


(i)         
 remit to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to Prepayment
Premiums and Yield Maintenance Charges, and, for deposit in accordance with Section 3.05(i) of this Agreement,
Gain-on-Sale Proceeds, in each case received by the Master Servicer in its Collection Period preceding such Distribution
Date;


 


(ii)          remit
to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to the aggregate of the Available
Funds for such Distribution Date;


 


(iii)         remit
to the Certificate Administrator for deposit in the Excess Interest Distribution Account an amount equal to the Excess Interest
for the benefit of the Holders of the Excess Interest Certificates received by the Master Servicer in the Collection Period preceding
such Distribution Date; and


 


(iv)         remit
to CREFC® the CREFC® Intellectual Property Royalty License Fee.


 


Section
4.07      P&I Advances. (a) On or before 3:00 p.m. (New York City time) on each Master
Servicer Remittance Date, the Master Servicer shall in the case of all Mortgage Loans either (i) remit to the Certificate Administrator
for deposit into the Lower-Tier Distribution Account, as applicable, from its own funds an amount equal to the aggregate amount
of P&I Advances, if any, to be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection
Account or the applicable Serviced Whole Loan Collection Account for future distribution to Certificateholders in subsequent months
in discharge of any such obligation to make P&I Advances; provided, that such amounts in the applicable Serviced Whole
Loan Collection Account shall only be applied up to the related Mortgage Loan’s pro rata share of the amounts held
therein on such date, or (iii) make P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount
of P&I Advances to be made by the Master Servicer, except that the portion of such P&I Advance equal to the CREFC®
Intellectual Property Royalty License Fee for each such Mortgage Loan shall not be remitted to the Certificate Administrator
but shall instead be remitted to CREFC®. Any amounts held in the Collection Account or any Serviced Whole Loan
Collection Account, as applicable, for future distribution and so used to make P&I Advances shall be appropriately reflected
in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection Account or the applicable
Serviced Whole Loan Collection Account, as applicable, on or before the next succeeding P&I Advance Determination Date (to
the extent not previously replaced through either (x) the deposit of Late Collections of the delinquent principal and/or interest
in respect of which such P&I Advances were made or (y) the deposit of Periodic Payments collected prior to the expiration
of any applicable grace period that ends after the P&I Advance Determination Date in respect of which such P&I Advances
were made). The Master Servicer shall notify the


 






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Trustee and the Certificate Administrator of (i) the aggregate amount of P&I
Advances for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances for such Distribution Date, on or
before the P&I Advance Determination Date. If the Master Servicer fails to make a required P&I Advance by 3:00 p.m. (New
York City time) on any Master Servicer Remittance Date, then the Trustee shall make such P&I Advance pursuant to Section
7.06 of this Agreement by 12:00 noon (New York City time) on the related Distribution Date, in each case unless the Master
Servicer shall have cured such failure (and shall have provided written notice of such cure to the Trustee) by 11:00 a.m. (New
York City time) on such Distribution Date or the Trustee determines that such P&I Advance, if made, would be a Nonrecoverable
Advance. Neither the Master Servicer nor the Trustee shall be required to make principal or interest advances with respect to
any delinquent payment amounts due on any Companion Loan. If the Master Servicer or the Trustee makes a P&I Advance with respect
to any Mortgage Loan that is part of a Whole Loan with a related Serviced Companion Loan or Non-Serviced Companion Loan, then
it shall provide written notice to the related Other Servicer, Other Special Servicer and Other Trustee of the amount of such
P&I Advance with respect to such Mortgage Loan within two (2) Business Days of making such P&I Advance.


 


(b)          Subject
to Section 4.07(c) and 4.07(d) below, the aggregate amount of P&I Advances to be made by the Master Servicer
with respect to any Distribution Date shall equal the aggregate of: (i) the Periodic Payments (net of related Servicing Fees (other
than, in the case of any Non-Serviced Mortgage Loan, the servicing fee rate pursuant to the applicable Other Pooling and Servicing
Agreement)) that were due on the Mortgage Loans and any REO Loan (other than any portion of an REO Loan related to a Companion
Loan) during the related Collection Period and delinquent as of the P&I Advance Determination Date (or not advanced by any
Sub Servicer on behalf of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of its Balloon
Payment as of the Master Servicer Remittance Date (including any REO Loan (other than any portion of an REO Loan related to a
Companion Loan) as to which the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment
therefor. Subject to subsection (c) below, the obligation of the Master Servicer to make such P&I Advances, with respect to
the Mortgage Loans that it is servicing, is mandatory, and with respect to any applicable Mortgage Loan or REO Loan, shall continue
until (but not including) the Distribution Date on which Liquidation Proceeds or REO Proceeds, if any, are to be distributed.
The Periodic Payment or Assumed Scheduled Payment shall be reduced, for purposes of P&I Advances, by any modifications pursuant
to Section 3.26 of this Agreement or otherwise and by any reductions by a bankruptcy court pursuant to a plan of reorganization
or pursuant to any of its equitable powers.


 


(c)          Notwithstanding
anything herein to the contrary, no P&I Advance shall be required hereunder if the Master Servicer, the Special Servicer or
the Trustee, as applicable, determines that such P&I Advance would, if made, constitute a Nonrecoverable P&I Advance.
In addition, neither the Master Servicer nor the Trustee shall make any P&I Advance to the extent that it has received written
notice that the Special Servicer has determined (if no Consultation Termination Event has occurred and is continuing, in consultation
with the Directing Holder) that such P&I Advance would, if made, constitute a Nonrecoverable P&I Advance. In making such
recoverability determination, the Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to (i)
give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other


 






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Mortgage
Loans, the recovery of which, at the time of such consideration, is being deferred or delayed by the Master Servicer or the Trustee,
as applicable, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the P&I
Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount which is being or may be deferred or delayed, (ii) consider (among other things) the obligations of the Borrower under
the terms of the related Mortgage Loan (or the Whole Loan, as applicable) as it may have been modified, (iii) consider (among
other things) the related Mortgaged Properties in their “as is” or then current conditions and occupancies, as modified
by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer)
regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, (iv) estimate and consider
(consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer) (among other things) future
expenses and (v) estimate and consider (among other things) the timing of recoveries.


 


The
Master Servicer, the Special Servicer and the Trustee, as applicable, shall consider Unliquidated Advances in respect of prior
P&I Advances for purposes of nonrecoverability determinations as if such Unliquidated Advances were unreimbursed P&I Advances.
None of the Master Servicer or Trustee shall make any P&I Advances with respect to delinquent amounts due on any Companion
Loan. If an Appraisal of the related Mortgaged Property shall not have been obtained within the prior 9-month period (and the
Master Servicer and the Trustee shall each request any such appraisal from the Special Servicer prior to ordering an Appraisal
pursuant to this sentence) or if such an Appraisal shall have been obtained but as a result of unforeseen occurrences, such Appraisal
does not, in the good faith determination of the Master Servicer, the Special Servicer or the Trustee, reflect current market
conditions, and the Master Servicer or the Trustee, as applicable, and the Special Servicer cannot agree on the appropriate downward
adjustment to such Appraisal, the Master Servicer, the Special Servicer or the Trustee, as the case may be, may, subject to its
reasonable and good faith determination that such Appraisal will demonstrate the nonrecoverability of the related Advance, obtain
an Appraisal for such purpose at the expense of the Trust Fund (subject, in the case of any Serviced Whole Loan, to the allocation
provisions of the related Intercreditor Agreement).


 


Any
such determination by the Master Servicer, Special Servicer or the Trustee that the Master Servicer or Trustee, as applicable,
has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I
Advance shall be evidenced by a certificate of a Servicing Officer delivered to the Trustee, the Certificate Administrator, the
Operating Advisor, the Special Servicer, any related Serviced Pari Passu Companion Loan holder(s), the Directing Holder (but only
if no Consultation Termination Event has occurred and is continuing) and the Depositor and, in the case of the Trustee, by a certificate
of a Responsible Officer of the Trustee, delivered to the Depositor, the Directing Holder (but only if no Consultation Termination
Event has occurred and is continuing), the Operating Advisor, the Certificate Administrator, the Master Servicer and the Special
Servicer, which in each case sets forth such nonrecoverability determination and the considerations of the Master Servicer, Special
Servicer or the Trustee, as applicable, forming the basis of such determination (such certificate accompanied by, to the extent
available, income and expense statements, rent rolls, occupancy status, property inspections and other information used by the
Master Servicer, Special Servicer or the Trustee, as applicable, to make such determination, together with any


 






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existing Appraisal
or any Updated Appraisal); provided, that with respect to any Specially Serviced Loan, the Special Servicer may, at its
option, make a determination in accordance with the Servicing Standard, that any P&I Advance previously made or proposed to
be made is nonrecoverable and shall deliver to the Master Servicer, the Directing Holder (but only if no Consultation Termination
Event has occurred and is continuing) (and, with respect to a Serviced Mortgage Loan, to any Other Servicer or Other Special Servicer
under the pooling and servicing agreement into which the related Serviced Companion Loan is deposited), the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee and the 17g-5 Information Provider (who shall promptly
post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), notice
of such determination, together with a certificate of a Servicing Officer and the supporting information described above. Any
such determination shall be conclusive and binding on the Master Servicer, the Special Servicer and the Trustee.


 


Any
such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
or prohibit any such other authorized Person from making a determination, that a P&I Advance constitutes, or would constitute
a Nonrecoverable Advance) and (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer)
may obtain, at the expense of the Trust Fund (subject, in the case of any Serviced Whole Loan, to the allocation provisions of
the related Intercreditor Agreement), any analysis, Appraisals or market value estimates or other information for such purposes.
Absent bad faith, any such determination as to the recoverability of any P&I Advance shall be conclusive and binding on the
Certificateholders.


 


Notwithstanding
the above, (i) the Trustee shall be entitled to rely conclusively on and be bound by any determination by the Master Servicer
or the Special Servicer, as applicable, that a P&I Advance, if made, would be a Nonrecoverable P&I Advance and (ii) the
Master Servicer shall be entitled to rely conclusively on and be bound by any determination of the Special Servicer that a P&I
Advance, if made, would be a Nonrecoverable P&I Advance (but this statement shall not be construed to entitle the Special
Servicer to reverse any other authorized Person’s determination, or to prohibit any such other authorized Person from making
a determination that an advance constitutes, or would constitute a Nonrecoverable Advance). The Trustee, in determining whether
or not a P&I Advance previously made is, or a proposed P&I Advance, if made, would be, a Nonrecoverable P&I Advance
shall use its good faith business judgment. The Special Servicer shall promptly furnish the Master Servicer and the Trustee with
any information in its possession regarding the Specially Serviced Loans and REO Properties as each such party may reasonably
request for purposes of making recoverability determinations.


 


(d)          In
connection with the recovery of any P&I Advance out of the Collection Account pursuant to Section 3.06(a) of this Agreement
or any Serviced Whole Loan Collection Account pursuant to Section 3.06(b) of this Agreement, the Master Servicer shall
be entitled to pay itself or the Trustee, as the case may be (in reverse of such order with respect to any Mortgage Loan or REO
Property) out of any amounts then on deposit in the Collection Account or the applicable Serviced Whole Loan Collection Account
(subject to the provisions of Section 3.06) (to the extent amounts therein relate to the Mortgage Loans, taking into account
the related Intercreditor Agreement), interest at the Reimbursement Rate in effect from time to time,


 






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accrued on the amount of
such P&I Advance from the date made to but not including the date of reimbursement with respect to the Mortgage Loan that
the Master Servicer is servicing; provided, however, that no interest will accrue on any P&I Advance (i) made
with respect to a Mortgage Loan until after the related Due Date has passed and any applicable grace period has expired or (ii)
if the related Periodic Payment is received after the Determination Date but on or prior to the Business Day immediately prior
to the related Distribution Date. The Master Servicer shall reimburse itself or the Trustee, as the case may be, for any outstanding
P&I Advance as soon as practicably possible after funds available for such purpose are deposited in the Collection Account
or the applicable Serviced Whole Loan Collection Account with respect to the Mortgage Loan that the Master Servicer is servicing.


 


Notwithstanding
anything to the contrary contained in Section 4.06 of this Agreement, (i) neither the Master Servicer nor the Trustee shall
make an advance for Excess Interest, Yield Maintenance Charges or Penalty Charges and (ii) if the Master Servicer receives notice
of an Appraisal Reduction Event and the related Appraisal Reduction Amount, the interest portion of any P&I Advance with respect
to a Serviced Mortgage Loan as to which there has been an Appraisal Reduction Amount will be an amount equal to the product of
(x) the amount required to be advanced without giving effect to the Appraisal Reduction Amount and (y) a fraction, the numerator
of which is the Stated Principal Balance of such Mortgage Loan as of the immediately preceding Determination Date less any Appraisal
Reduction Amount applicable to such Mortgage Loan and the denominator of which is the Stated Principal Balance of such Mortgage
Loan as of such Determination Date. All P&I Advances for any Mortgage Loans that have been modified shall be calculated on
the basis of their terms as modified. With respect to any Non-Serviced Mortgage Loan, if the Master Servicer or the Trustee, as
applicable, does not receive notice of an Appraisal Reduction Event and the related Appraisal Reduction Amount from the related
Other Servicer, then the Master Servicer or the Trustee, as applicable, shall have no obligation to proportionately reduce the
interest portion of any P&I Advance required to be made by the Master Servicer or the Trustee, as applicable. With respect
to any Non-Serviced Companion Loan that has already been securitized prior to the Closing Date, the Certificate Administrator,
on behalf of the Trust, shall notify each Other Servicer and each Other Trustee of a Non-Serviced Mortgage Loan that (a) such
Non-Serviced Mortgage Loan has been included in this Trust and (b) upon (i) the existence of an Appraisal Reduction Event and/or
(ii) the related calculation of any Appraisal Reduction Amount (or receipt of notice of any such calculation), such Other Servicer
shall provide the Master Servicer (who shall promptly provide to the Special Servicer (who shall promptly forward, prior to a
Consultation Termination Event, to the Directing Holder) and the Trustee with prompt notice of the existence of any such Appraisal
Reduction Event and/or any such Appraisal Reduction Amount once calculated. With respect to any Serviced Companion Loan, the Master
Servicer shall notify the related Other Servicer and Other Trustee of the existence of an Appraisal Reduction Event and any related
Appraisal Reduction Amount. The Master Servicer shall be deemed to have delivered notice of any such Appraisal Reduction Event
and any related Appraisal Reduction Amount if the Master Servicer includes such event and/or amount in its monthly servicer statements
provided to the other servicer.


 


The
portion of any Insurance Proceeds and Net Liquidation Proceeds in respect of a Mortgage Loan or any REO Loan allocable to principal
shall equal the total amount of such proceeds minus (i) any portion thereof payable to the Master Servicer, the Special Servicer,
the


 






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Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee pursuant to this Agreement
and (ii) a portion thereof equal to the interest component of the Periodic Payment(s), as accrued at the related Net Mortgage
Rate from the date as to which interest was last paid by the Borrower up to but not including the Due Date in the Collection Period
in which such proceeds are received; provided, if the interest portion(s) of one or more P&I Advances with respect
of such Mortgage Loan or REO Loan, as applicable, were reduced as a result of an Appraisal Reduction Event, the amount of the
Net Liquidation Proceeds to be applied to interest shall be reduced by the aggregate amount of such reductions and the portion
of such Net Liquidation Proceeds to be applied to principal shall be increased by such amount, and if the amount of the Net Liquidation
Proceeds to be applied to principal has been applied to pay the principal of such Mortgage Loan or REO Loan in full, any remaining
Net Liquidation Proceeds shall then be applied to pay any remaining accrued and unpaid interest of such Mortgage Loan or REO Loan.


 


(e)          With
respect to any Non-Serviced Mortgage Loan, the Master Servicer, the Special Servicer and the Trustee will each be permitted to
make its determination that the Master Servicer or the Trustee has made a P&I Advance on such Mortgage Loan that is a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance with respect
to such Mortgage Loan in accordance with Section 4.07(a) independently of any determination made by the Other Servicer
(or any master servicer with respect to a commercial mortgage securitization holding another Non-Serviced Companion Loan related
to such Non-Serviced Mortgage Loan, if any) under the Other Pooling and Servicing Agreement (or any pooling and servicing agreement
with respect to a commercial mortgage securitization holding another Non-Serviced Companion Loan related to such Non-Serviced
Mortgage Loan, if any). If the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that a proposed
P&I Advance with respect to any Non-Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to any
Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer, the
Special Servicer or the Trustee, as applicable, shall provide the Other Servicer (and any master servicer with respect to a commercial
mortgage securitization holding another Non-Serviced Companion Loan related to such Non-Serviced Mortgage Loan, if any), the Other
Special Servicer and Other Trustee with written notice of such determination, promptly and in any event within two (2) Business
Days after such determination or such longer time period permitted by the applicable Intercreditor Agreement. If the Master Servicer
receives written notice from an Other Servicer (or any master servicer with respect to a commercial mortgage securitization holding
another Non-Serviced Companion Loan related to such Non-Serviced Mortgage Loan, if any) that it has determined, with respect to
the related Non-Serviced Companion Loan, that any proposed advance of principal and/or interest with respect to the related Non-Serviced
Companion Loan would be, or any outstanding advance of principal and interest is, a nonrecoverable advance of principal and/or
interest, such determination shall not be binding on the Certificateholders, the Master Servicer or the Trustee; provided
that, with respect to each Non-Serviced Whole Loan, each of the Master Servicer and the Trustee shall be entitled to conclusively
rely on any such nonrecoverability determination.


 


If
the Master Servicer receives notice from a Rating Agency that it is no longer approved as a master servicer for commercial mortgage
securitizations, it shall promptly notify the Trustee, any Other Trustee, any Other Servicer and any other trustee or master servicer
with


 






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respect to each commercial mortgage securitization that holds a Non-Serviced Companion Loan related to a Non-Serviced Mortgage
Loan, if any.


 


(f)          With
respect to any Serviced Whole Loan that has a Serviced Companion Loan, the Master Servicer, the Special Servicer and the Trustee
will be permitted to make its determination that the Master Servicer or the Trustee has made a P&I Advance on the related
Mortgage Loan that is a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable
P&I Advance with respect to such Mortgage Loan in accordance with (a) independently of any determination made in respect
of the related Serviced Companion Loan, by the master servicer under the related Other Pooling and Servicing Agreement. If the
Master Servicer, the Special Servicer or the Trustee, as applicable, determines that a proposed P&I Advance with respect to
such Serviced Whole Loan, if made, or any outstanding P&I Advance with respect to any such Mortgage Loan previously made,
would be, or is, as applicable, a Nonrecoverable Advance or if the Master Servicer, the Special Servicer or the Trustee, as applicable,
subsequently determines that a proposed Servicing Advance would be a Nonrecoverable Advance or an outstanding Servicing Advance
is or would be a Nonrecoverable Advance, the Master Servicer or Trustee, as applicable, shall provide the Other Servicer, Other
Special Servicer and the Other Trustee under each related Other Pooling and Servicing Agreement with written notice of such determination,
promptly and in any event within two (2) Business Days after such determination or such longer time period permitted by the applicable
Intercreditor Agreement. If the Master Servicer receives written notice from any master servicer under any such Other Pooling
and Servicing Agreement that such master servicer has determined, with respect to the related Serviced Companion Loan, that any
proposed advance of principal and/or interest with respect to such Serviced Companion Loan would be, or any outstanding advance
of principal and interest is, a nonrecoverable advance of principal and/or interest, such determination shall not be binding on
the Certificateholders, the Master Servicer or the Trustee; provided that, with respect to each Non-Serviced Whole Loan,
each of the Master Servicer and the Trustee shall be entitled to conclusively rely on any such nonrecoverability determination.


 


(g)          If
the applicable Master Servicer receives notice from a Rating Agency that it is no longer approved as a master servicer for commercial
mortgage securitizations, it shall promptly notify the Trustee, any Other Trustee, any Other Servicer and any other trustee or
master servicer with respect to each commercial mortgage securitization that holds a Serviced Pari Passu Companion Loan related
to any Serviced Whole Loan, if any.


 


(h)          The
Master Servicer or the Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes to the extent
permitted pursuant to Section 3.06 of this Agreement together with any related Advance Interest Amount in respect of such
P&I Advances to the extent permitted pursuant to Section 3.06 of this Agreement and the Master Servicer and the Special
Servicer each hereby covenants and agrees to promptly seek and effect the reimbursement of such Advances from the related Borrowers
to the extent permitted by applicable law and the related Mortgage Loan and this Agreement.


 


Section
4.08      Appraisal Reductions; Collateral Deficiency Amounts. (a) For purposes of (x)
determining the Non-Reduced Certificates, the Controlling Class and whether a Control Termination Event has occurred and is continuing,
and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special Servicer, the Appraisal


 






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Reduction
Amounts allocated to the Mortgage Loans will be allocated to each Class of Principal Balance Certificates in reverse sequential
order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class of Certificates is
reduced to zero (i.e., first, to the Class H-RR Certificates; second, to the Class G-RR Certificates, third,
to the Class F-RR Certificates, fourth, to the Class E-RR Certificates, fifth, to the Class D Certificates, sixth,
to the Class C Certificates, seventh, to the Class B Certificates, eighth, to the Class A-M Certificates, and ninth,
to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, pro rata, based on their Certificate
Balances).


 


As
of the first Determination Date following a Serviced Mortgage Loan becoming an AB Modified Loan, the Master Servicer shall calculate
whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal
obtained by the Special Servicer with respect to such Mortgage Loan, and all other information relevant to a Collateral Deficiency
Amount determination. Upon obtaining knowledge or receipt of notice by the Master Servicer that a Non-Serviced Mortgage Loan has
become an AB Modified Loan, the Master Servicer shall (i) promptly request from the related Other Servicer, Other Special Servicer
and Other Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other information reasonably
required by the Master Servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan,
and (ii) as of the first Determination Date following receipt by the Master Servicer of the appraisal and any other information
set forth in the immediately preceding clause (i) that the Master Servicer reasonably expects to receive, calculate whether a
Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained
by the Other Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information relevant to a Collateral
Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by any other party to this Agreement that a Non-Serviced
Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the Master Servicer thereof. The Special Servicer,
upon reasonable prior written request, shall provide the Master Servicer with information in its possession that is reasonably
required to calculate or recalculate any Collateral Deficiency Amount. Upon reasonable prior written request, the Special Servicer
shall use reasonable efforts to assist the Master Servicer in obtaining information reasonably required to calculate or recalculate
any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage Loan in the event that the Master Servicer is unsuccessful
in obtaining such information from the related Other Servicer, Other Special Servicer or Other Trustee. None of the Special Servicer,
the Trustee or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.


 


For
purposes of determining the Controlling Class and whether a Control Termination Event has occurred and is continuing, Collateral
Deficiency Amounts allocated to an AB Modified Loan will be allocated to each Class of Control Eligible Certificates in reverse
sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class of Control
Eligible Certificates is reduced to zero. For the avoidance of doubt, for purposes of determining the Controlling Class or the
occurrence of a Control Termination Event, any Class of Control Eligible Certificates shall be allocated both applicable Appraisal
Reduction Amounts and applicable Collateral Deficiency Amounts (the sum of which shall constitute the applicable Cumulative Appraisal
Reduction Amount), in accordance with this Section 4.08(a).


 






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With
respect to (i) any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or determining
the Voting Rights of the related Classes for purposes of removal of the Special Servicer and (ii) any Appraisal Reduction Amount
or Collateral Deficiency Amount calculated for purposes of determining the Controlling Class or the occurrence of a Control Termination
Event, the appraised value of the related Mortgaged Property shall be determined on an “as is” basis.


 


The
Master Servicer shall promptly notify the Certificate Administrator of the amount of any Appraisal Reduction Amount (which notification
shall be made by delivery of the CREFC® Loan Periodic Update File in accordance with Section 3.13(a)), any Collateral
Deficiency Amount and any resulting Cumulative Appraisal Amount allocated to each Mortgage Loan, AB Modified Loan or Serviced
Whole Loan if any (which notification shall be satisfied through the delivery of such information included in the CREFC®
Appraisal Reduction Amount Template included in the CREFC® Investor Reporting Package (or such other form
as agreed to by the Certificate Administrator and the Master Servicer), which shall be delivered simultaneously with the CREFC®
Loan Periodic Update File in accordance with Section 3.13(a)). Based on information in its possession, the Certificate
Administrator shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination
of a change in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, the Special Servicer and
the Operating Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder
(the cost of obtaining such information from the Depository being an expense of the Trust).


 


(b)          The
Holders of the majority (by Certificate Balance) of any Class of Control Eligible Certificates whose aggregate Certificate Balance,
as notionally reduced by Appraisal Reduction Amounts or Collateral Deficiency Amounts allocated thereto, is less than 25% of the
initial Certificate Principal Balance of such Class (such Class, an “Appraised-Out Class”) as a result of an
allocation of an Appraisal Reduction Amount or Collateral Deficiency Amount in respect of such Class shall have the right, at
their sole expense, to require the Special Servicer to order a second Appraisal of any Mortgage Loan for which an Appraisal Reduction
Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”),
and use its reasonable efforts to obtain an Appraisal prepared on an “as-is” basis by an MAI appraiser reasonably
acceptable to the Special Servicer within 60 days from receipt of the Requesting Holders’ written request. Any Appraised-Out
Class for which the Requesting Holders are challenging the Appraisal Reduction Amount or Collateral Deficiency Amount determination
shall not exercise any rights of the Controlling Class until such time, if any, as such Class is reinstated as the Controlling
Class and the rights of the Controlling Class will be exercised by the most senior Control Eligible Certificates, if any, during
such period.


 


In
addition, the Requesting Holders of any Appraised-Out Class shall have the right, at their sole expense, to require the Special
Servicer to order an additional appraisal of any Serviced Mortgage Loan for which an Appraisal Reduction Event has occurred or
as to which there exists a Collateral Deficiency Amount if an event has occurred at or with regard to the related Mortgaged Property
or Mortgaged Properties that would have a material effect on its appraised value, and the Special Servicer shall use reasonable
efforts to obtain an Appraisal prepared on an “as-is” basis by an MAI appraiser reasonably acceptable to the Special
Servicer within 60 days from receipt of the Requesting Holders’ written request; provided that the Special


 






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Servicer
shall not be required to obtain such appraisal if it determines in accordance with the Servicing Standard that no events at or
with regard to the related Mortgaged Property or Mortgaged Properties have occurred that would have a material effect on the appraised
value of the related Mortgaged Property or Mortgaged Properties. The right of the holders of an Appraised-Out Class to require
the Special Servicer to order an additional appraisal as described in this paragraph shall be limited to no more frequently than
once in any 9-month period with respect to any Mortgage Loan.


 


Upon
receipt of any such second Appraisal, the Special Servicer shall determine, in accordance with the Servicing Standard, whether,
based on its assessment of such second Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency
Amount is warranted and, if so warranted, shall direct the Master Servicer to, and the Master Servicer shall, recalculate such
Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based upon such second Appraisal and receipt of information
reasonably requested by the Master Servicer from the Special Servicer, to the extent such information is in the possession of
the Special Servicer, and is reasonably necessary to make such recalculation. If required by any such recalculation, the Appraised-Out
Class shall be reinstated as the Controlling Class.


 


Appraisals
that are permitted to be obtained by the Special Servicer at the request of holders of an Appraised-Out Class shall be in addition
to any appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this
Agreement without regard to any appraisal requests made by any holder of an Appraised-Out Class.


 


(c)          An
appraisal for any Mortgage Loan that has not been brought current for at least three consecutive Periodic Payments (or paid in
full, liquidated, repurchased or otherwise disposed of) will be updated every 9 months for so long as an Appraisal Reduction Event
or Collateral Deficiency Amount exists.


 


(d)          Notwithstanding
the foregoing, within 60 days after an Appraisal Reduction Event (i) with respect to Serviced Mortgage Loans and any related Serviced
Companion Loans having a Stated Principal Balance of $2,000,000 or higher, the Special Servicer shall order and use efforts consistent
with the Servicing Standard to obtain an Updated Appraisal or (ii) with respect to Serviced Mortgage Loans and any related Serviced
Companion Loans having a Stated Principal Balance of less than $2,000,000, the Special Servicer, at its option, shall (A) provide
a Small Loan Appraisal Estimate within the same time period as an Appraisal would otherwise be required and such Small Loan Appraisal
Estimate shall be used in lieu of an Updated Appraisal to calculate the Appraisal Reduction Amount for such Mortgage Loans or
applicable Serviced Whole Loans; or (B) order and use efforts consistent with the Servicing Standard to obtain an Updated Appraisal.


 


(e)          The
Special Servicer, upon reasonable request, shall deliver to the Master Servicer any information in the Special Servicer’s
possession reasonably required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount.


 


On
the first Determination Date occurring at least 10 Business Days after the later of (i) date the Master Servicer receives from
the Special Servicer the related Updated Appraisal


 






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or the Special Servicer’s Small Loan Appraisal Estimate, as applicable,
and (ii) the occurrence of an Appraisal Reduction Event, the Master Servicer shall adjust the Appraisal Reduction Amount to take
into account such Updated Appraisal or Small Loan Appraisal Estimate, as applicable and any information reasonably requested by
the Master Servicer from the Special Servicer, to the extent such information is in the possession of the Special Servicer, necessary
to calculate the Appraisal Reduction Amount. Each Appraisal Reduction Amount shall also be adjusted to take into account any subsequent
Small Loan Appraisal Estimate or Updated Appraisal, as applicable, and any letter updates, as of the date of each such subsequent
Small Loan Appraisal Estimate, Updated Appraisal or letter update, as applicable, and receipt of information reasonably requested
by the Master Servicer from the Special Servicer, to the extent such information is in the possession of the Special Servicer
and is reasonably necessary to calculate the Appraisal Reduction Amount. Such report shall also be forwarded by the Master Servicer,
to the extent the related Serviced Companion Loan has been included in a securitization transaction, to the master servicer of
such securitization into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced Companion
Loan by the Master Servicer.


 


Section
4.09      Grantor Trust Reporting. (a) The Certificate Administrator shall maintain adequate
books and records to account for the separate entitlements of the Grantor Trust.


 


(b)          The
parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions thereof
shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as to take advantage
of market fluctuations or so as to improve the rate of return of the Grantor Trust Certificates, and shall otherwise comply with
Treasury Regulations Section 301.7701-4(c). Within 30 days of the Closing Date, the Certificate Administrator shall obtain a taxpayer
identification number for the Grantor Trust on IRS Form SS-4. The Certificate Administrator shall file or cause to be filed with
the IRS Form 1041 (or, if the Grantor Trust is a WHFIT, information will be provided on Form 1099) or such other form as may be
applicable and shall furnish or cause to be furnished to the Holders of the Grantor Trust Certificates their allocable share of
income and expense with respect to the related Specific Grantor Trust Assets with the corresponding alphabetic or alphanumeric
designation and proceeds thereof, as such amounts are received or accrue, as applicable.


 


(c)          (i)
The Grantor Trust will be treated as a WHFIT that is a WHMT. The Certificate Administrator shall report as required under the
WHFIT Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is
provided to the Certificate Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that DTC
is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator
with the identities of other “middlemen” that are Certificateholders. The Certificate Administrator shall be entitled
to rely on the first sentence of this Section 4.09(c)(i), and shall be entitled to indemnification in accordance with the
terms of this Agreement in the event that the IRS makes a determination that any such notice is incorrect.


 


(ii)          The
Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method,
except to the extent the


 






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WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under
no obligation to determine whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall
make available (via the Certificate Administrator’s Website) WHFIT information to Certificateholders annually. In addition,
the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised or updated information
to any Certificateholder, unless requested by the Certificateholder.


 


(iii)          The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each owner
of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its
interest in such class of securities, will be deemed to have agreed to provide the Certificate Administrator with information
regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information
regarding any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial owner thereof
or the Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.


 


(iv)          To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on the Certificate
Administrator’s Website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will
represent the Rule 144A CUSIPs. The Certificate Administrator shall make reasonable good faith efforts to keep the website accurate
and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Certificate Administrator will use a reasonable
identifier number in lieu of a CUSIP. The Certificate Administrator shall not be liable for investor reporting delays that result
from the receipt of inaccurate or untimely CUSIP information.


 


Section
4.10      Secure Data Room. (a) The Certificate Administrator shall create the Secure
Data Room and the Depositor shall, upon receipt of each Mortgage Loan Seller’s Diligence File Certification, deliver to
the Certificate Administrator within 120 days following the Closing Date an electronic copy of the Diligence Files for the Mortgage
Loans that have been uploaded by the Mortgage Loan Sellers to the Intralinks Site. Upon receipt thereof, the Certificate Administrator
shall promptly upload the contents of each Diligence File to the Secure Data Room. Access to the Secure Data Room shall be granted
by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction of the Depositor,
in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification
substantially in the form of Exhibit KK hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation
to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor.


 






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(b)          The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the
type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to
the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the
Secure Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such
document or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical
or electronic copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator
shall not be responsible or held liable for any other Person’s use or dissemination of the documents or information contained
on the Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or
willful misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan
basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its
duties and responsibilities under this Agreement.


 


(c)          Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor,
and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the costs and expenses
associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator pursuant
to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed
from the Trust, the Master Servicer or the Special Servicer, as applicable, may (but shall not be obligated to) direct the Certificate
Administrator in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided
that absent such direction, the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure
Data Room. Following the termination of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted
to delete all files from the Secure Data Room. Upon deletion pursuant to this Section 4.10, in no event shall the Certificate
Administrator be obligated to reproduce or retrieve such deleted files.


 


Article
V



THE CERTIFICATES


 


Section
5.01      The Certificates. (a) The Certificates consist of the Class A-1 Certificates,
the Class A-2 Certificates, the Class A-3 Certificates, the Class A-SB Certificates, the Class A-4 Certificates, the Class A-5
Certificates, the Class A-M Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class X-D Certificates,
the Class B Certificates, the Class C Certificates, the Class D Certificates, the Class E-RR Certificates, the Class F-RR Certificates,
the Class G-RR Certificates, the Class H-RR, the Class S Certificates and the Class R Certificates.


 






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The
Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class X-A, Class X-B, Class X-D, Class B, Class
C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class S and Class R Certificates will be substantially in the forms
for such Class of Certificates as set forth next to such Classes in the Table of Exhibits to this Agreement. The Certificates
of each Class (other than the Class S and Class R Certificates) will be issuable in registered form only, in minimum denominations
of authorized Certificate Balance or Notional Amount, as applicable, as described in the succeeding table, and multiples of $l
in excess thereof (or such lesser amount if the Certificate Balance or Notional Amount, as applicable, is not a multiple of $1).
With respect to any Certificate or any beneficial interest in a Certificate, the “Denomination” thereof shall be (i)
the amount (A) set forth on the face thereof or (B) in the case of any Global Certificate, set forth on a schedule attached thereto
or, in the case of any beneficial interest in a Global Certificate, the amount set forth on the books and records of the related
Depository Participant or indirect participating brokerage firm, as applicable, (ii) expressed in terms of Certificate Balance
or Notional Amount, as applicable, and (iii) be in an authorized denomination, as set forth below:


 


	Class
 
	 	Minimum
 Denomination
 
	 	Aggregate Denomination of
 all Certificates of Class
 

	A-1 	 	$	10,000	 	 	$	22,568,000	 
	A-2 	 	$	10,000	 	 	$	137,057,000	 
	A-3 	 	$	10,000	 	 	$	30,000,000	 
	A-SB 	 	$	10,000	 	 	$	41,328,000	 
	A-4 	 	$	10,000	 	 	$	240,000,000	 
	A-5 	 	$	10,000	 	 	$	339,983,000	 
	X-A 	 	$	1,000,000	 	 	$	922,439,000	 
	A-M 	 	$	10,000	 	 	$	111,503,000	 
	B 	 	$	10,000	 	 	$	55,028,000	 
	C 	 	$	10,000	 	 	$	49,236,000	 
	X-B 	 	$	1,000,000	 	 	$	55,028,000	 
	X-D 	 	$	1,000,000	 	 	$	23,000,000	 
	D 	 	$	10,000	 	 	$	23,000,000	 
	E-RR 	 	$	10,000	 	 	$	34,924,000	 
	F-RR 	 	$	10,000	 	 	$	21,721,000	 
	G-RR 	 	$	10,000	 	 	$	11,585,000	 
	H-RR 	 	$	10,000	 	 	$	40,547,279	 



 


Each
Certificate will share ratably in all rights of the related Class.


 


The
Class S and Class R Certificates will each be issuable in one or more Individual Certificates in minimum denominations of 5% Percentage
Interests and integral multiples of a 1% Percentage Interest in excess thereof and together aggregating the entire 100% Percentage
Interest in each such Class.


 


The
Global Certificates shall be issued as one or more certificates registered in the name of a nominee designated by the Depository,
and Certificate Owners shall hold interests in the Global Certificates through the book-entry facilities of the Depository in
the minimum Denominations and aggregate Denominations and Classes as set forth above.


 






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The
Global Certificates shall in all respects be entitled to the same benefits under this Agreement as Individual Certificates authenticated
and delivered hereunder.


 


The
Retained Certificates shall each be issuable in one or more Individual Certificates at all times during the Transfer Restriction
Period.


 


(b)          Except
insofar as pertains to any Individual Certificate, the Trust Fund, the Certificate Administrator, the Paying Agent and the Trustee
may for all purposes (including the making of payments due on the Global Certificates and the giving of notice to Holders thereof)
deal with the Depository as the authorized representative of the Certificate Owners with respect to the Global Certificates for
the purposes of exercising the rights of Certificateholders hereunder; provided, that, for purposes of transmitting communications
pursuant to Section 5.05(a) of this Agreement, to the extent that the Depositor has provided the Certificate Administrator
with the names of Certificate Owners (even if such Certificateholders hold their Certificates through the Depository) the Certificate
Administrator shall provide such information to such Certificate Owners directly. The rights of Certificate Owners with respect
to Global Certificates shall be limited to those established by law and agreements between such Certificateholders and the Depository
and Depository Participants. Except as set forth in Section 5.01(e) below, Certificate Owners of Global Certificates shall
not be entitled to physical certificates for the Global Certificates as to which they are the Certificate Owners. Requests and
directions from, and votes of, the Depository as Holder of the Global Certificates shall not be deemed inconsistent if they are
made with respect to different Certificate Owners. Subject to the restrictions on transfer set forth in this Section 5.01
of this Agreement and Applicable Procedures, the holder of a beneficial interest in a Private Global Certificate may request that
the Certificate Administrator cause the Depository (or any Agent Member) to notify the Certificate Registrar and the Certificate
Custodian in writing of a request for transfer or exchange of such beneficial interest for an Individual Certificate or Certificates.
Upon receipt of such a request and payment by the related Certificate Owner of any attendant expenses, the Certificate Administrator
shall cause the issuance and delivery of such Individual Certificates. The Certificate Registrar may establish a reasonable record
date in connection with solicitations of consents from or voting by Certificateholders and give notice to the Depository of such
record date. Without the written consent of the Certificate Registrar, no Global Certificate may be transferred by the Depository
except to a successor Depository that agrees to hold the Global Certificates for the account of the Certificate Owners.


 


(c)          Any
of the Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted
or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required
to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the
Certificates are admitted to trading, or to conform to general usage.


 






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(d)          The
Global Certificates (i) shall be delivered by the Certificate Registrar to the Depository or, pursuant to the Depository’s
instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and in either case shall be registered
in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect:


 


“Unless
this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.”


 


The
Global Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate,
and shall bear such legend as may be appropriate.


 


(e)          If
(i) the Depository advises the Certificate Administrator in writing that the Depository is no longer willing or able properly
to discharge its responsibilities as Depository, and the Certificate Administrator and the Depositor are unable to locate a qualified
successor within 90 days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding
to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding
it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class, the Certificate
Administrator shall notify the affected Certificate Owner or Owners through the Depository of the occurrence of such event and
the availability of Individual Certificates to such Certificate Owners requesting them. Upon surrender to the Certificate Administrator
of Global Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer,
the Certificate Administrator shall issue the Individual Certificates. Neither the Trustee, the Certificate Administrator, the
Certificate Registrar, the Master Servicer, the Special Servicer nor the Depositor shall be liable for any actions taken by the
Depository or its nominee, including, without limitation, any delay in delivery of such instructions. Upon the issuance of Individual
Certificates, the Trustee, the Certificate Administrator, the Certificate Registrar and the Master Servicer shall recognize the
Holders of Individual Certificates as Certificateholders hereunder.


 


(f)          If
the Trustee, its agents, the Certificate Administrator, its agents or the Master Servicer or Special Servicer have instituted
or have been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the
Certificates, and the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer have been advised by
counsel that in connection with such proceeding it is necessary or appropriate for the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer to obtain possession of the Certificates, the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer may in their sole discretion determine that the Certificates represented by


 






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the Global
Certificates shall no longer be represented by such Global Certificates. In such event, the Certificate Administrator or the Authenticating
Agent will execute and authenticate and the Certificate Registrar will deliver, in exchange for such Global Certificates, Individual
Certificates (and if the Certificate Administrator or the Certificate Custodian has in its possession Individual Certificates
previously executed, the Authenticating Agent will authenticate and the Certificate Registrar will deliver such Certificates)
in a Denomination equal to the aggregate Denomination of such Global Certificates.


 


(g)          If
the Trust Fund ceases to be subject to Section 13 or 15(d) of the Exchange Act, the Certificate Administrator shall make available
to each Holder and Certificate Owner of a Class of Certificates, upon request of such a Holder, information, to the extent such
information is in its possession, substantially equivalent in scope to the information currently filed by the Certificate Administrator
with the Commission pursuant to the Exchange Act, plus additional information required to be provided for securities qualifying
for resales under Rule 144A under the Act.


 


For
so long as the Class S or Class R Certificates remain outstanding, none of the Depositor, the Trustee or the Certificate Registrar
shall take any action which would cause the Trust Fund to fail to be subject to Section 15(d) of the Exchange Act.


 


(h)          Each
Certificate may be printed or in typewritten or similar form, and each Certificate shall, upon original issue, be executed and
authenticated by the Certificate Administrator or the Authenticating Agent and delivered to, or at the order of, the Depositor.
All Certificates shall be executed by manual or facsimile signature on behalf of the Certificate Administrator or Authenticating
Agent by an authorized officer or signatory. Certificates bearing the signature of an individual who was at any time the proper
officer or signatory of the Certificate Administrator or Authenticating Agent shall bind the Certificate Administrator or Authenticating
Agent, notwithstanding that such individual has ceased to hold such office or position prior to the delivery of such Certificates
or did not hold such office or position at the date of such Certificates. No Certificate shall be entitled to any benefit under
this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication in the form
set forth in Exhibits A-1 through A-1 executed by the Authenticating Agent by manual signature, and such certificate
of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.


 


(i)          If,
in connection with any Distribution Date, the Certificate Administrator shall have reported the amount of an anticipated distribution
to the Depository based on the expected receipt of any monthly payment based on information set forth in any report of the Master
Servicer or the Special Servicer, or any other monthly payment, Balloon Payment or prepayment expected to be or which is paid
on the last two Business Days preceding such Distribution Date, and the related Borrower fails to make such payments at such time,
the Certificate Administrator shall use commercially reasonable efforts to cause the Depository to make the revised distribution
on a timely basis on such Distribution Date. The Trustee, the Certificate Administrator (in any of its capacities), the Operating
Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer shall not be liable or held responsible
for any resulting delay (or claims by the Depository resulting therefrom) in the making of such distribution to Certificateholders.
Any out-of-pocket costs incurred by the


 






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Certificate Administrator as a consequence of a Borrower failing to make such payments
shall be reimbursable to the Certificate Administrator as an expense of the Trust Fund.


 


(j)          During
the Transfer Restriction Period, each Retained Certificate shall only be held as Definitive Certificates in the Retained Interest
Safekeeping Account by the Certificate Administrator (and each Retaining Party’s respective interest shall be tracked in
the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Interest Safekeeping
Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold such Retained Certificates
in safekeeping and shall release the same only upon receipt of (i) written instructions from the holder of the Retained Certificates
and the Retaining Sponsor, and in accordance with any authentication procedures as may be utilized by the Certificate Administrator
and in accordance with this Agreement, and (ii) any certifications or other requirements governing transfers of the Retained Certificate
required under Section 5.02(m). There shall be, and hereby is, established by the Certificate Administrator an account
which will be designated the “Retained Interest Safekeeping Account” and into which the Retained Certificates shall
be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate
Administrator may establish any number of subaccounts to the Retained Interest Safekeeping Account for each Retaining Party. The
Retained Certificates to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein.
No amounts distributable to the Retained Certificates shall be remitted to the Retained Interest Safekeeping Account, but shall
be remitted directly to each Retaining Party in accordance with written instructions provided separately by each Retaining Party
to the Certificate Administrator. Under no circumstances by virtue of safekeeping the Retained Certificates shall the Certificate
Administrator be obligated to bring legal action or institute proceedings against any person on behalf of the Retaining Parties.
During the Transfer Restriction Period and for such longer time as the Retaining Parties may request, the Certificate Administrator
shall hold the Retained Certificates in definitive, fully registered form without interest coupons at the below location, or any
other location; provided the Certificate Administrator has given notice to each of the Retaining Parties of such new location:


 


Wells
Fargo Bank NA





Attn:
Security Control and Transfer (SCAT) - MAC N9345-010





425
E Hennepin Avenue





Minneapolis,
MN 55414


 


During
the Transfer Restriction Period, unless the Retaining Sponsor and the Depositor otherwise consent in writing, the Certificate
Administrator shall not permit any Person to copy (other than for internal purposes), and shall not itself provide to any Person
copies of, the executed Certificates held by it in the Retained Interest Safekeeping Account.


 


Section
5.02      Registration, Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to
be kept at its offices books (the “Certificate Register”) for the registration, transfer and exchange of
Certificates (the Certificate Administrator, in such capacity, being the “Certificate Registrar”). The
Depositor, the Trustee, the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register
or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar
as to the information set forth in the Certificate Register.


 






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The names and addresses of all Certificateholders
and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided,
in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of the individual Participants
holding beneficial interests in the Trust Fund through the Depository. The Person in whose name any Certificate is so registered
shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Depositor, Certificate
Registrar, the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator, any Paying Agent and any agent of
any of them shall not be affected by any notice or knowledge to the contrary. An Individual Certificate is transferable or exchangeable
only upon the surrender of such Certificate to the Certificate Registrar at its offices together with an assignment and transfer
(executed by the Holder or his duly authorized attorney), subject to the requirements of Section 5.01(h) and Sections
5.02(c), (d), (e), (f), (g), (h) and (i) of this Agreement. Upon request of the
Certificate Administrator, the Certificate Registrar shall provide the Certificate Administrator with the names, addresses and
Percentage Interests of the Holders. In its capacity as Certificate Registrar, the Certificate Administrator shall be responsible
for, among other things, holding each HRR Certificate as Individual Certificates on behalf of each Holder of such Certificates
in accordance with Section 5.01(j).


 


(b)          Upon
surrender for registration of transfer of any Individual Certificate, subject to the requirements of Sections 5.02(c),
(d), (e), (f), (g), (h) and (i) of this Agreement, the Certificate Administrator shall
execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more
new Certificates in Denominations of a like aggregate Denomination as the Individual Certificate being surrendered. Such Certificates
shall be delivered by the Certificate Registrar in accordance with Section 5.02(e) of this Agreement. Each Certificate
surrendered for registration of transfer shall be canceled and subsequently destroyed by the Certificate Registrar. Each new Certificate
issued pursuant to this Section 5.02 shall be registered in the name of any Person as the transferring Holder may request,
subject to the provisions of Sections 5.01(h) and 5.02(c), (d), (e), (f), (g), (h)
and (i) of this Agreement.


 


(c)          In
addition to the provisions of Sections 5.01(h) and (j) and 5.02(d), (e), (f), (g), (h)
and (i) of this Agreement and the rules of the Depository, the exchange, transfer and registration of transfer of Private
Certificates that are Individual Certificates or beneficial interests in the Private Global Certificates shall be subject to the
following restrictions:


 


(i)          Transfers
between Holders of Individual Certificates. With respect to the transfer and registration of transfer of an Individual Certificate
representing an interest in a Class of Private Certificates to a transferee that takes delivery in the form of an Individual Certificate
(other than transfers of the Class S or Class R Certificates, which may be made only in accordance with Section 5.02(i)
of this Agreement, and transfers of any HRR Certificates, which may only be made in accordance with Section 5.02(c)(vi)
of this Agreement and during the Transfer Restriction Period in accordance with Section 5.01(j)):


 


(A)          Other
than the initial transfer from the Initial Purchasers to an initial investor, the Certificate Registrar shall register the transfer
of such Individual Certificate if the requested transfer is being made by a transferee who has provided the Certificate Registrar
with an Investment Representation Letter


 






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substantially in the form of Exhibit D-1 to this Agreement (an “Investment
Representation Letter”), to the effect that the transfer is being made to a Qualified Institutional Buyer in accordance
with Rule 144A;


 


(B)          The
Certificate Registrar shall register the transfer of such Individual Certificate pursuant to Regulation S after the expiration
of the Restricted Period if (1) the transferor has provided the Certificate Registrar with a Regulation S Transfer Certificate
substantially in the form of Exhibit G to this Agreement (a “Regulation S Transfer Certificate”), and
(2) the transferee furnishes to the Certificate Registrar an Investment Representation Letter; or


 


(C)          The
Certificate Registrar shall register the transfer of such Individual Certificate if prior to the transfer such transferee furnishes
to the Certificate Registrar (1) an Investment Representation Letter to the effect that the transfer is being made to an Institutional
Accredited Investor or to an Affiliated Person in accordance with an applicable exemption under the Act, and (2) in the case of
a transfer to an Affiliated Person, an opinion of counsel acceptable to the Certificate Registrar that such transfer is in compliance
with the Act;


 


and,
in each case, the Certificate Registrar shall register the transfer of such Individual Certificate only if prior to the transfer
the transferee furnishes to the Certificate Registrar a written undertaking by the transferor to reimburse the Trust Fund for
any costs incurred by it in connection with the proposed transfer. In addition, the Certificate Registrar may, as a condition
of the registration of any such transfer, require the transferor to furnish such other certificates, legal opinions or other information
(at the transferor’s expense) as the Certificate Registrar may reasonably require to confirm that the proposed transfer
is being made pursuant to an exemption from, or in a commercial mortgage-backed securitization transaction not subject to, the
registration requirements of the Act and other applicable laws.


 


(ii)          Transfers
within the Private Global Certificates. Notwithstanding any provision to the contrary herein, so long as a Private Global
Certificate remains outstanding and is held by or on behalf of the Depository, transfers within such Global Certificate shall
only be made in accordance with this Section 5.02(c)(ii).


 


(A)          Rule
144A Global Certificate to Regulation S Global Certificate During the Restricted Period. If, during the Restricted Period,
a Certificate Owner of an interest in a Rule 144A Global Certificate wishes at any time to transfer its beneficial interest in
such Rule 144A Global Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the
related Regulation S Global Certificate, such Certificate Owner may, in addition to complying with all applicable rules and procedures
of the Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the “Applicable
Procedures”), transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in such
Regulation S Global Certificate only upon compliance with the provisions of this Section 5.02(c)(ii)(A). Upon receipt by
the Certificate Registrar at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable


 






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Procedures
from an Agent Member directing the Certificate Registrar to credit or cause to be credited to another specified Agent Member’s
account a beneficial interest in the Regulation S Global Certificate in an amount equal to the Denomination of the beneficial
interest in the Rule 144A Global Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures
containing information regarding the account of the Agent Member and the Euroclear or Clearstream account, as the case may be,
to be credited with, and the account of the Agent Member to be debited for, such beneficial interest, and (3) a certificate in
the form of Exhibit H to this Agreement given by the Certificate Owner of such interest, the Certificate Registrar shall
instruct the Depository or the Certificate Custodian, as applicable, to reduce the Denomination of the Rule 144A Global Certificate
by the Denomination of the beneficial interest in the Rule 144A Global Certificate to be so transferred and, concurrently with
such reduction, to increase the Denomination of the Regulation S Global Certificate by the Denomination of the beneficial interest
in the Rule 144A Global Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified
in such instructions (who shall be an Agent Member acting for or on behalf of Euroclear or Clearstream, or both, as the ease may
be) a beneficial interest in the Regulation S Global Certificate having a Denomination equal to the amount by which the Denomination
of the Rule 144A Global Certificate was reduced upon such transfer.


 


(B)          Rule
144A Global Certificate to Regulation S Global Certificate After the Restricted Period. If, after the Restricted Period, a
Certificate Owner of an interest in a Rule 144A Global Certificate wishes at any time to transfer its beneficial interest in such
Rule 144A Global Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the related
Regulation S Global Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the
transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S Global Certificate only upon compliance
with the provisions of this Section 5.02(c)(ii)(B). Upon receipt by the Certificate Registrar at the Corporate Trust Office
of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Certificate
Registrar to credit or cause to be credited to another specified Agent Member’s account a beneficial interest in the Regulation
S Global Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Global Certificate to
be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account
of the Agent Member and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream
account, as the case may be, to be credited with, and the account of the Agent Member to be debited for, such beneficial interest,
and (3) a certificate in the form of Exhibit I to this Agreement given by the Certificate Owner of such interest, the Certificate
Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to reduce the Denomination of the Rule 144A
Global Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Global Certificate to be so transferred
and, concurrently with such reduction, to increase the


 






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Denomination of the Regulation S Global Certificate by the aggregate Denomination
of the beneficial interest in the Rule 144A Global Certificate to be so transferred, and to credit or cause to be credited to
the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Certificate having a
Denomination equal to the amount by which the Denomination of the Rule 144A Global Certificate was reduced upon such transfer.


 


(C)          Regulation
S Global Certificate to Rule 144A Global Certificate. If the Certificate Owner of an interest in a Regulation S Global Certificate
wishes at any time to transfer its beneficial interest in such Regulation S Global Certificate to a Person who wishes to take
delivery thereof in the form of a beneficial interest in the related Rule 144A Global Certificate, such Certificate Owner may,
in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent
beneficial interest in such Rule 144A Global Certificate only upon compliance with the provisions of this Section 5.02(c)(ii)(C).
Upon receipt by the Certificate Registrar at the Corporate Trust Office of (1) written instructions given in accordance with the
Applicable Procedures from an Agent Member directing the Certificate Registrar to credit or cause to be credited to another specified
Agent Member’s account a beneficial interest in the Rule 144A Global Certificate in an amount equal to the Denomination
of the beneficial interest in the Regulation S Global Certificate to be transferred, (2) a written order given in accordance with
the Applicable Procedures containing information regarding the account of the Agent Member to be credited with, and the account
of the Agent Member or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case
may be, to be debited for, such beneficial interest, and (3) with respect to a transfer of a beneficial interest in a Regulation
S Global Certificate for a beneficial interest in the related Rule 144A Global Certificate (i) during the Restricted Period, a
certificate in the form of Exhibit J to this Agreement given by the holder of such beneficial interest or (ii) after the
Restricted Period, an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional
Buyer, the Certificate Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to reduce the Denomination
of the Regulation S Global Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Global Certificate
to be transferred, and, concurrently with such reduction, to increase the Denomination of the Rule 144A Global Certificate by
the aggregate Denomination of the beneficial interest in the Regulation S Global Certificate to be so transferred, and to credit
or cause to be credited to the account of the Person specified in such instructions a beneficial interest in such Rule 144A Global
Certificate having a Denomination equal to the amount by which the Denomination of the Regulation S Global Certificate was reduced
upon such transfer.


 


(iii)          Transfers
from the Private Global Certificates to Individual Certificates. Any and all transfers from a Private Global Certificate to
a transferee wishing to take


 






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delivery in the form of an Individual Certificate will require the transferee to take delivery subject
to the restrictions on the transfer of such Individual Certificate described in a legend set forth on the face of such Certificate
substantially in the form of Exhibit F to this Agreement (the “Securities Legend”), and such transferee
agrees that it will transfer such Individual Certificate only as provided therein and herein. No such transfer shall be made and
the Certificate Registrar shall not register any such transfer unless such transfer is made in accordance with this Section
5.02(c)(iii).


 


(A)          Transfers
of a beneficial interest in a Private Global Certificate to an Institutional Accredited Investor will require delivery in the
form of an Individual Certificate and the Certificate Registrar shall register such transfer only upon compliance with the provisions
of Section 5.02(c)(i)(C) of this Agreement.


 


(B)          Transfers
of a beneficial interest in a Private Global Certificate to a Qualified Institutional Buyer or a Regulation S Investor wishing
to take delivery in the form of an Individual Certificate will be registered by the Certificate Registrar only upon compliance
with the provisions of Section 5.02(c)(i)(A) or (B) of this Agreement, respectively.


 


(C)          Notwithstanding
the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to an Individual Certificate pursuant
to Subparagraph (B) above shall be made prior to the expiration of the Restricted Period.


 


Upon
acceptance for exchange or transfer of a beneficial interest in a Private Global Certificate for an Individual Certificate, as
provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related Private Global Certificate (or
on a continuation of such schedule affixed to such Private Global Certificate and made a part thereof) an appropriate notation
evidencing the date of such exchange or transfer and a decrease in the Denomination of such Private Global Certificate equal to
the Denomination of such Individual Certificate issued in exchange therefor or upon transfer thereof. Unless determined otherwise
by the Certificate Registrar and the Depositor in accordance with applicable law, an Individual Certificate issued upon transfer
of or exchange for a beneficial interest in the Private Global Certificate shall bear the Securities Legend.


 


(iv)          Transfers
of Individual Certificates to the Private Global Certificates. If a Holder of an Individual Certificate wishes at any time
to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the related
Regulation S Global Certificate or the related Rule 144A Global Certificate, such transfer may be effected only in accordance
with the Applicable Procedures and this Section 5.02(c)(iv) (other than with respect to any Retained Certificate during
the Transfer Restriction Period, which shall be held as an Individual Certificate pursuant to Section 5.01(j)). Upon receipt
by the Certificate Registrar at the Corporate Trust Office of (l) the Individual Certificate to be transferred with an assignment
and transfer pursuant to Section 5.05(a) of this Agreement, (2) written instructions given in accordance with the Applicable
Procedures from an Agent Member directing the Certificate Registrar to credit or cause to be credited to a specified Agent Member’s
account a beneficial interest in such


 






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Regulation S Global Certificate or such Rule 144A Global Certificate, as the case may be,
in an amount equal to the Denomination of the Individual Certificate to be so transferred, (3) a written order given in accordance
with the Applicable Procedures containing information regarding the account of the Agent Member and, in the case of any transfer
pursuant to Regulation S, the Euroclear or Clearstream account, as the case may be, to be credited with such beneficial interest,
and (4) (x) an Investment Representation Letter from the transferee and, if delivery is to be taken in the form of a beneficial
interest in the Regulation S Global Certificate, a Regulation S Transfer Certificate from the transferor or (y) an Investment
Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer if delivery is
to be taken in the form of a beneficial interest in the Rule 144A Global Certificate, the Certificate Registrar shall cancel such
Individual Certificate, execute and deliver a new Individual Certificate for the Denomination of the Individual Certificate not
so transferred, registered in the name of the Holder or the Holder’s transferee (as instructed by the Holder), and the Certificate
Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to increase the Denomination of the Regulation
S Global Certificate or the Rule 144A Global Certificate, as the case may be, by the Denomination of the Individual Certificate
to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions who, in
the case of any increase in the Regulation S Global Certificate during the Restricted Period, shall be an Agent Member acting
for or on behalf of Euroclear or Clearstream, or both, as the case may be, a corresponding Denomination of the Rule 144A Global
Certificate or the Regulation S Global Certificate, as the case may be.


 


It
is the intent of the foregoing that under no circumstances may an Institutional Accredited Investor that is not a Qualified Institutional
Buyer take delivery in the form of a beneficial interest in a Private Global Certificate, other than the initial transfer from
the Initial Purchasers to an initial investor.


 


(v)          All
Transfers. An exchange of a beneficial interest in a Global Certificate for an Individual Certificate or Certificates, an
exchange of an Individual Certificate or Certificates for a beneficial interest in a Global Certificate and an exchange of an
Individual Certificate or Certificates for another Individual Certificate or Certificates (in each case, whether or not such exchange
is made in anticipation of subsequent transfer, and, in the case of the Global Certificates, so long as the Global Certificates
remain outstanding and are held by or on behalf of the Depository), may be made only in accordance with this Section 5.02
and in accordance with the rules of the Depository and Applicable Procedures (other than with respect to any Retained Certificate
during the Transfer Restriction Period, which shall be held as an Individual Certificate pursuant to Section 5.01(j)).


 


(d)          If
Certificates are issued upon the transfer, exchange or replacement of Certificates not bearing the Securities Legend, the Certificates
so issued shall not bear the Securities Legend. If Certificates are issued upon the transfer, exchange or replacement of Certificates
bearing the Securities Legend, or if a request is made to remove the Securities Legend on a Certificate, the Certificates so issued
shall bear the Securities Legend, or the Securities Legend shall not be removed, as the case may be, unless there is delivered
to the


 






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Certificate Registrar such satisfactory evidence, which may include an opinion of counsel (at the expense of the party
requesting the removal of such legend) familiar with United States securities laws, as may be reasonably required by the Certificate
Registrar, that neither the Securities Legend nor the restrictions on transfers set forth therein are required to ensure that
transfers of any Certificate comply with the provisions of Rule 144A, Rule 144 or Regulation S under the Act, the Risk Retention
Rule or that such Certificate is not a “restricted security” within the meaning of Rule 144 under the Act. Upon provision
of such satisfactory evidence, the Certificate Registrar shall execute and deliver a Certificate that does not bear the Securities
Legend.


 


(e)          Subject
to the restrictions on transfer and exchange set forth in Section 5.01(i) and in this Section 5.02, the Holder of
any Individual Certificate may transfer or exchange the same in whole or in part (with a denomination equal to any authorized
denomination) by surrendering such Certificate at the office of the Certificate Administrator or at the office of any transfer
agent appointed as provided under this Agreement, together with an instrument of assignment or transfer (executed by the Holder
or its duly authorized attorney), in the case of transfer, and a written request for exchange, in the case of exchange. Following
a proper request for transfer or exchange, the Certificate Registrar shall, within five Business Days of such request if made
at such office of the Certificate Administrator or within ten Business Days if made at the office of a transfer agent (other than
the Certificate Registrar), execute and deliver at the office of the Certificate Administrator or at the office of such transfer
agent, as the case may be, to the transferee (in the case of transfer) or Holder (in the case of exchange) or send by first-class
mail (at the risk of the transferee in the case of transfer or Holder in the case of exchange) to such address as the transferee
or Holder, as applicable, may request, an Individual Certificate or Certificates, as the case may require, for a like aggregate
Denomination and in such Denomination or Denominations as may be requested. The presentation for transfer or exchange of any Individual
Certificate shall not be valid unless made at the office of the Certificate Administrator or at the office of a transfer agent
by the registered Holder in person, or by a duly authorized attorney-in-fact. The Certificate Registrar may decline to accept
any request for an exchange or registration of transfer of any Certificate during the period of 15 days preceding any Distribution
Date.


 


(f)          An
Individual Certificate (other than an Individual Certificate issued in exchange for a beneficial interest in a Global Certificate
pursuant to Section 5.01 of this Agreement) or a beneficial interest in a Private Global Certificate may only be transferred
to Eligible Investors, as described herein. In the event that a Responsible Officer of the Certificate Registrar has actual knowledge
that such an Individual Certificate or beneficial interest in a Private Global Certificate is being held by or for the benefit
of a Person who is not an Eligible Investor, or that such holding is unlawful under the laws of a relevant jurisdiction, then
the Certificate Registrar shall have the right to void such transfer, if permitted under applicable law, or to require the investor
to sell such Individual Certificate or beneficial interest in a Private Global Certificate to an Eligible Investor within fourteen
days after notice of such determination and each Certificateholder by its acceptance of a Certificate authorizes the Certificate
Registrar to take such action.


 


(g)          Subject
to the provisions of this Section 5.02 regarding transfer and exchange, transfers of the Global Certificates shall be limited
to transfers of such Global


 






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Certificates in whole, but not in part, to nominees of the Depository or to a successor of the Depository
or such successor’s nominee.


 


(h)          No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in this Section 5.02 other than for transfers to Institutional Accredited Investors, as provided
herein. In connection with any transfer to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions,
submitted by the transferor or transferee to the Certificate Registrar as provided herein) incurred by the Certificate Registrar
in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any such transfer.


 


(i)          Subject
to Section 5.02(e) of this Agreement, transfers of the Class S or Class R Certificates may be made only in accordance with
this Section 5.02(i). The Certificate Registrar shall register the transfer of a Class R Certificate only if (x) the transferor
has advised the Certificate Registrar in writing that such Certificate is being transferred to a Qualified Institutional Buyer
and (y) prior to such transfer the transferee furnishes to the Certificate Registrar an Investment Representation Letter. The
Certificate Registrar shall register the transfer of a Class S Certificate only if (x) the transferor has advised the Certificate
Registrar in writing that such Certificate is being transferred to a Qualified Institutional Buyer or an Affiliated Person or
an Institutional Accredited Investor and (y) prior to such transfer the transferee furnishes to the Certificate Registrar an Investment
Representation Letter. In addition, the Certificate Registrar may as a condition of the registration of any such transfer require
the transferor to furnish such other certifications, legal opinions or other information (at the transferor’s expense) as
it may reasonably require to confirm that the proposed transfer is being made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Act and other applicable laws.


 


(j)          No
transfer, sale, pledge or other disposition of any Class of Private Certificates or interest therein shall be made unless that
transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Act and any
applicable state securities laws, or is otherwise made in accordance with the Act and such state securities laws. Neither the
Depositor, the Master Servicer, the Certificate Administrator, the Trustee nor the Certificate Registrar are obligated to register
or qualify the Private Certificates under the Act or any other securities law or to take any action not otherwise required under
this Agreement to permit the transfer of such Private Certificates without registration or qualification. Any Certificateholder
desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositor, the Master Servicer, the Certificate
Administrator, the Trustee and the Certificate Registrar, against any loss, liability or expense that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.


 


(k)          No
transfer of any Class F-RR, Class G-RR, Class H-RR, Class S or Class R Certificate (each, a “Restricted Certificate”)
shall be made to (i) an employee benefit plan subject to the fiduciary responsibility provisions of ERISA, or Section 4975 of
the Code, or a governmental plan, as defined in Section 3(32) of ERISA, or other plan subject to any federal, state or local law
(“Similar Law”) which is to a material extent similar to the foregoing


 






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provisions of ERISA or the Code (each,
a “Plan”) or (ii) a collective investment fund whose underlying assets include Plan assets by reason of a Plan’s
investment in the collective investment fund (pursuant to U.S. Department of Labor Regulation Section 2510.3-101, as modified
by Section 3(42) of ERISA, other than (with respect to transfer of Restricted Certificates other than the Class S or Class R Certificates),
an insurance company using the assets of its general account under circumstances whereby such purchase and the subsequent holding
of such Certificate by such insurance company would be exempt from the “prohibited transaction” provisions of Sections
406 and 407 of ERISA and Code Section 4975 under Sections I and III of PTCE 95-60, or a substantially similar exemption under
Similar Law. Except in connection with the transfer thereof by the Depositor or the Retaining Sponsor (provided that, in the case
of the Retaining Sponsor, such exception shall apply only with respect to the transfer thereof on the Closing Date), each prospective
transferee of a Restricted Certificate shall either (A) deliver to the Depositor, the Certificate Registrar and the Certificate
Administrator, a transfer or representation letter, substantially in the form of Exhibit D-2 to this Agreement, stating
that the prospective transferee is not and will not become a Person referred to in (i) or (ii) above or (B) if the transferee
is such an entity specified in (i) or (ii) above (except in the case of a Class S or Class R Certificate, which may not be transferred
unless the transferee represents it is not such an entity), such entity, at its own expense, shall provide any opinion of counsel,
officers’ certificates or agreements as may be required by, and in form and substance satisfactory to, the Depositor, the
Certificate Administrator and the Certificate Registrar, to the effect that the purchase and holding of the Certificates by or
on behalf of a Plan will not constitute or result in a non-exempt prohibited transaction within the meaning of Sections 406 and
407 of ERISA and Section 4975 of the Code, and will not subject the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Depositor, the Certificate Administrator, the Trustee, the Underwriters, the Initial Purchasers
or the Certificate Registrar to any obligation or liability. Neither the Certificate Administrator nor the Certificate Registrar
shall register a Class S or Class R Certificate in any Person’s name unless such Person has provided the letter referred
to in clause (A) of the preceding sentence. The transferee of a beneficial interest in a Global Certificate that is a Restricted
Certificate shall be deemed to represent that it is not and will not become a Plan or a Person acting on behalf of any Plan or
using the assets of any Plan to acquire such interest other than (with respect to transfers of beneficial interests in Global
Certificates which are Restricted Certificates other than the Class S or Class R Certificates) an insurance company using the
assets of its general account under circumstances whereby such transfer to such insurance company would be exempt from the “prohibited
transaction” provisions of Sections 406 and 407 of ERISA and Section 4975 of the Code under Sections I and III of PTCE 95-60,
or a substantially similar exemption under Similar Law. Any transfer of a Restricted Certificate that would violate or result
in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or Similar Law shall be deemed absolutely null
and void ab initio.


 


Each
beneficial owner of a Certificate or any interest therein that is a Plan subject to Title I of ERISA or Section 4975 of the Code
(an “ERISA Plan”, including any fiduciary purchasing Certificates on behalf of an ERISA Plan (“Plan
Fiduciary”), will be deemed to have represented by its acquisition of such Certificates that:


 


(1)
none of the Depositor, any Underwriter, any Initial Purchaser, the Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer (including, for the avoidance


 






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of doubt, any Excluded Special Servicer), any Sub-Servicer, the Operating Advisor,
the Asset Representations Reviewer or any of their respective Affiliates, agents or employees (the “Transaction Parties”),
has provided or will provide advice with respect to the acquisition of Certificates by the ERISA Plan, other than to the Plan
Fiduciary which is independent of the Transaction Parties, and the Plan Fiduciary either: (a) is a bank as defined in Section
202 of the Investment Advisers Act of 1940 (the “Advisers Act”), or similar institution that is regulated and
supervised and subject to periodic examination by a State or Federal agency; (b) is an insurance carrier which is qualified under
the laws of more than one state to perform the services of managing, acquiring or disposing of assets of an ERISA Plan; (c) is
an investment adviser registered under the Advisers Act, or, if not registered an as investment adviser under the Advisers Act
by reason of paragraph (1) of Section 203A of the Advisers Act, is registered as an investment adviser under the laws of the state
in which it maintains its principal office and place of business; (d) is a broker-dealer registered under the Securities Exchange
Act of 1934, as amended; or (e) has, and at all times that the ERISA Plan is invested in the Certificates will have, total assets
of at least U.S. $50,000,000 under its management or control (provided that this clause (e) shall not be satisfied if the Plan
Fiduciary is either (i) the owner or a relative of the owner of an investing individual retirement account or (ii) a participant
or beneficiary of the ERISA Plan investing in the Certificates in such capacity);


 


(2)
the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions
and investment strategies, including the acquisition by the ERISA Plan of Certificates;


 


(3)
the Plan Fiduciary is a “fiduciary” with respect to the ERISA Plan within the meaning of Section 3(21) of ERISA, Section
4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the ERISA Plan’s acquisition
of the Certificates;


 


(4)
none of the Transaction Parties has exercised any authority to cause the ERISA Plan to invest in
the Certificates or to negotiate the terms of the ERISA Plan’s investment in the Certificates
or receives a fee or other compensation from the ERISA Plan or Plan Fiduciary for the provision of investment advice in connection
with the acquisition by the ERISA Plan of the Certificates; and


 


(5)
the Plan Fiduciary has been informed by the Transaction Parties: (a) that none of the Transaction Parties is undertaking to provide
impartial investment advice or to give advice in a fiduciary capacity, and that no such entity has given investment advice or
otherwise made a recommendation, in connection with the ERISA Plan’s acquisition of the Certificates;
and (b) of the existence and nature of the Transaction Parties financial interests in the ERISA Plan’s acquisition of the
Certificates.


 


The
above representations in this paragraph are intended to comply with the Department of Labor’s Reg. Sections 29 C.F.R. 2510.3-21(a)
and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997). If these regulations are revoked, repealed or no longer effective,
these representations shall be deemed to be no longer in effect.


 


(l)          Each
Person who has or acquires any Ownership Interest shall be deemed by the acceptance or acquisition of such Ownership Interest
to have agreed to be bound by the


 






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following provisions and the rights of each Person acquiring any Ownership Interest are expressly
subject to the following provisions:


 


(i)          Each
Person acquiring or holding any Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such Ownership
Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted Transferee.
Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or the status
of the beneficial owner of such Ownership Interest) as a Permitted Transferee. Any acquisition described in the first sentence
of this Section 5.02(l) by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person
who is not a Permitted Transferee shall be void and of no effect, and the immediately preceding owner who was a Permitted Transferee
shall be restored to registered and beneficial ownership of the Ownership Interest as fully as possible.


 


(ii)          No
Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the express
written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed
Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of any Ownership
Interest, the Certificate Registrar shall, as a condition to such consent, (x) require delivery to it in form and substance satisfactory
to it, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor an affidavit in substantially
the form attached as Exhibit C-1 (a “Transferee Affidavit”) of the proposed transferee (A) that such
proposed transferee is a Permitted Transferee and (B) stating that (i) the proposed transferee historically has paid its debts
as they have come due and intends to do so in the future, (ii) the proposed transferee understands that, as the holder of an Ownership
Interest, it may incur liabilities in excess of cash flows generated by the residual interest, (iii) the proposed transferee intends
to pay taxes associated with holding the Ownership Interest as they become due, (iv) the proposed transferee will not transfer
the Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has actual
knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman)
for a Person that is not a Permitted Transferee, (v) the proposed transferee will not cause income from the Class R Certificate
to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty,
of the proposed transferee or any other U.S. Person and (vi) the proposed transferee expressly agrees to be bound by and to abide
by the provisions of this Section 5.02(l) and (y) other than in connection with the initial issuance of the Class R Certificates,
require a statement from the proposed transferor substantially in the form attached as Exhibit C-2 (the “Transferor
Letter”), that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee
and has no actual knowledge or reason to know that the proposed transferee’s statements in the Transferee Affidavit are
false.


 


(iii)          Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the Certificate
Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to


 






    -361- 


     


    

 


such proposed transferee
shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, that the Certificate
Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee is a Permitted
Transferee.


 


Neither
the Certificate Administrator nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire
as to compliance with any restriction or transfer imposed under Article V of this Agreement or under applicable law with
respect to any transfer of any Certificate (including, without limitation, the Securities Legend), or any interest therein, other
than to require delivery of the certification(s) and/or opinions of counsel described in Article V applicable with respect
to changes in registration of record ownership of Certificates in the Certificate Register. The Certificate Administrator and
the Certificate Registrar shall have no liability for transfers, including transfers made through the book-entry facilities of
the Depository or between or among Depository Participants or Certificate Owners made in violation of applicable restrictions.


 


Upon
written notice to the Certificate Registrar, or upon the Certificate Registrar having actual knowledge, that there has occurred
a Transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee, or middleman) in
contravention of the foregoing restrictions, and in any event not later than 60 days after a request for information from the
transferor of such Ownership Interest, or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish
to the IRS and the transferor of such Ownership Interest or such agent such information necessary to the application of Section
860E(e) of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated
excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election
of the Certificate Registrar and the Certificate Administrator, the Certificate Registrar and the Certificate Administrator may
charge a reasonable fee for computing and furnishing such information to the transferor or to such agent referred to above; provided
that such Persons shall in no event be excused from furnishing such information.


 


(m)          At
all times during the Transfer Restriction Period, if a Transfer of any Retained Certificate after the Closing Date is to be made,
then, upon receipt of: (i) a certification from such Certificateholder’s prospective Transferee substantially in the form
attached hereto as Exhibit C-3, which such certification must be countersigned by the Retaining Sponsor with a medallion
stamp guarantee of the Retaining Sponsor, (ii) a certification from the Certificateholder desiring to effect such transfer substantially
in the form attached hereto as Exhibit C-4, which such certification must be countersigned by the Retaining Sponsor with
a medallion stamp guarantee of the Retaining Sponsor, (iii) a W-9 completed by the Transferee and (iv) wire instructions and contact
information of the Transferee, the Certificate Administrator (which may conclusively rely upon such certifications) shall instruct
the Certificate Registrar to register such Transfer. Upon receipt of the Certificate Administrator’s instruction, the Certificate
Registrar shall, subject to Error! Reference source not found., register the Transfer of the Retained Certificate
and reflect such Retained Certificate in the name of the prospective Transferee and shall deliver written confirmation substantially
in the form of Exhibit MM to this Agreement. The Certificate Registrar shall not register a Transfer of any Retained Certificate
after the Closing Date during the Transfer Restriction Period unless it is so


 






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instructed by the Certificate Administrator. After
the termination of the Transfer Restriction Period, if a transfer of the Retained Certificate s is to be made and the Retained
Certificate s are in the Retained Interest Safekeeping Account, then upon receipt of: (i) a certification from such Certificateholder’s
prospective Transferee substantially in the form attached hereto as Exhibit C-3, which such certification must be countersigned
by the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor and (ii) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as Exhibit C-4, which such certification must
be countersigned by the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor, the Certificate Administrator
(which may conclusively rely upon such certifications) shall instruct the Certificate Registrar to register such Transfer, and
upon receipt of the Certificate Administrator’s instruction, the Certificate Registrar shall register the Transfer of the
Retained Certificate and reflect such Retained Certificate in the name of the prospective Transferee. After the termination of
the Transfer Restriction Period, if a transfer of the Retained Certificates is to be made and the Retained Certificates are in
the Retained Interest Safekeeping Account, the Certificate Registrar shall not register a Transfer of any Retained Certificate
unless it is so instructed by the Certificate Administrator. For the avoidance of doubt, in no event shall a Retained Certificate
be held as a Book-Entry Certificate during the Transfer Restriction Period. After the Transfer Restriction Period, the Retained
Certificates may be transferred subject to the restrictions on transfer set forth in this Error! Reference source not found..
Any transfer of an interest in the Retained Certificates that is not in compliance with this Section 5.02 shall be null
and void ab initio to the extent permitted under applicable law.


 


Section
5.03      Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate
is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar such security or indemnity as may be
required by it to save it and the Certificate Administrator harmless, then, in the absence of actual knowledge by a Responsible
Officer of the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate Administrator
or the Authenticating Agent shall execute and authenticate and the Certificate Registrar shall deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and of like tenor and Percentage
Interest. Upon the issuance of any new Certificate under this Section 5.03, the Certificate Registrar may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant
to this Section 5.03 shall constitute complete and indefeasible evidence of ownership of the corresponding interest in
the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section
5.04      Appointment of Paying Agent. The Certificate Administrator may appoint a paying
agent (a “Paying Agent”) for the purpose of making distributions to Certificateholders pursuant to Section
4.01 of this Agreement. The Certificate Administrator shall cause such Paying Agent, if other than the Certificate Administrator,
the Trustee or the Master Servicer, to execute and deliver to the Master Servicer and the Trustee an instrument in which such
Paying Agent shall agree with the Master Servicer and the Trustee that such Paying


 






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Agent will hold all sums held by it for the
payment to Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums have been paid
to the Certificateholders or disposed of as otherwise provided herein. The initial Paying Agent shall be the Certificate Administrator.
Except for the Certificate Administrator, as the initial Paying Agent, the Paying Agent shall at all times be an entity having
a long-term unsecured debt rating of at least “A” from Fitch and “A” by DBRS (or, if not rated by DBRS,
an equivalent (or higher) rating by any two other NRSROs), or shall be otherwise acceptable to each Rating Agency, as confirmed
by a receipt of a Rating Agency Confirmation.


 


Section
5.05      Access to Certificateholders’ Names and Addresses; Special Notices. (a)
If any Certifying Certificateholder (for purposes of this Section 5.05, an “Applicant”) applies in writing
to the Certificate Registrar, and such application states that the Applicant desires to communicate with other Certificateholders
with respect to its rights under this Agreement, the Certificate Registrar shall, within ten (10) Business Days after the receipt
of such request, afford such Certificateholder (at such Certificateholder’s sole cost and expense) access during normal
business hours to a current list of the Certificateholders related to the Class of Certificates held by such Certificateholder.


 


Any
Certificateholder or Certificate Owner wishing to communicate with other Certificateholders and Certificate Owners regarding the
exercise of its rights under the terms of this Agreement (such party, a “Requesting Investor”) may deliver
a written request (a “Communication Request”) signed by an authorized representative of the Requesting Investor
to the Certificate Administrator. Any Communication Request shall contain the method other Certificateholders and Certificate
Owners should use to contact the Requesting Investor, and, if the Requesting Investors is not the registered holder of a Class
of Certificates, then the Communication Request must contain (i) a written certification from the Requesting Investor that it
is a beneficial owner of a class of certificates, (ii) the name of the transaction, Benchmark 2018-B4 and (iii) one of the following
forms of documentation evidencing its beneficial ownership in such class of certificates: (A) a trade confirmation, (B) an account
statement, (C) a medallion stamp guaranteed letter from a broker or dealer stating the Requesting Investor is the beneficial owner,
or (D) a document reasonably acceptable to the Certificate Administrator that is similar to any of the documents identified in
clauses (A) through (C). The Certificate Administrator shall not be permitted to require any information other than the foregoing
in verifying a Certificateholder’s or Certificate Owner’s identity in connection with a Communication Request. Requesting
Investors will be responsible for their own expenses in making any Communication Request, but will not be required to bear any
expenses of the Certificate Administrator. Upon receipt of such request, the Certificate Administrator shall furnish or cause
to be furnished to such Applicant a list of the names and addresses of the Certificateholders as of the most recent Record Date.


 


(b)          Every
Certificateholder, by receiving and holding its Certificate, agrees with the Certificate Administrator and the Certificate Registrar
that the Certificate Administrator and the Certificate Registrar shall not be held accountable in any way by reason of the disclosure
of any information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such
information was derived.


 


(c)          Upon
the written request of any Certifying Certificateholder that (a) states that such Certificateholder desires the Certificate Administrator
to transmit a notice to all


 






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Certificateholders stating that such Certificateholder wishes to be contacted by other Certificateholders,
setting forth the relevant contact information and briefly stating the reason for the requested contact and (b) provides a copy
of the Special Notice which such Certificateholder proposes to transmit, the Certificate Administrator shall deliver such Special
Notice to all Certificateholders at their respective addresses appearing on the Certificate Register. The costs and expenses of
the Certificate Administrator associated with delivering with any such Special Notice shall be borne by the party requesting such
Special Notice. Every Certificateholder, by receiving and holding a Certificate, agrees that neither the Certificate Administrator
nor the Certificate Registrar shall be held accountable by reason of the disclosure of any such Special Notice to Certificateholders,
regardless of the information set forth in such Special Notice.


 


Section
5.06      Actions of Certificateholders. (a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Agreement to be given or taken by Certificateholders may be embodied
in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agent
duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument
or instruments are delivered to the Certificate Administrator and the Trustee and, when required, to the Master Servicer. Proof
of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement
and conclusive in favor of the Certificate Administrator, the Trustee and the Master Servicer, if made in the manner provided
in this Section.


 


(b)          The
fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner
which the Certificate Administrator or the Trustee deems sufficient.


 


(c)          Any
request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, or omitted to be done, by the Certificate Administrator or the Trustee or the Master Servicer in reliance thereon,
whether or not notation of such action is made upon such Certificate.


 


(d)          The
Certificate Administrator, the Trustee or Certificate Registrar may require such additional proof of any matter referred to in
this Section 5.06 as it shall deem necessary.


 


Section
5.07      Rule 144A Information. The Certificate Administrator shall, upon request of
any Certifying Certificateholder that is a Holder of a Private Certificate or any beneficial owner of such a Certificate, furnish
to such Holder or beneficial owner or a prospective purchaser designated by such Holder or beneficial owner who is a Qualified
Institutional Buyer the information required to be delivered under Rule 144A(d)(4) under the Act, to the extent such information
has been provided to the Certificate Administrator and has been identified as Rule 144A information (which shall include all information
on the Certificate Administrator’s Website and all information currently required to be made available to Certificateholders,
as well as any other specifically identified information herein), if at the time of such request periodic reports are not being
filed with respect to the Trust under Section 13 or Section 15(d) of the Exchange Act.


 






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Section
5.08      Voting Procedures. With respect to any matters submitted to Certificateholders
for a vote, the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates
and directly with registered Holders by mail with respect to Individual Certificates. In each case, such vote shall be administered
in accordance with the following procedures, unless different procedures are otherwise described herein with respect to a specific
vote:


 


(a)          Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The
notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered
Holders of Individual Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)          In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking
into consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and
shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)          The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be
counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of
the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition
and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.08(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the
date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest
error, retabulate the votes or conduct a new vote for the same proposition.


 






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(d)          Unless
otherwise paid for by any Holder pursuant to Section 8.01 or Section 8.02, or clause (e) below, any and all
reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne by the
Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer questions
other than process-related questions regarding the administration of the vote.


 


(e)          If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


Article
VI

THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE DIRECTING HOLDER, THE OPERATING ADVISOR AND THE ASSET REPRESENTATIONS
REVIEWER


 


Section
6.01      Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer. The Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer each shall be liable in accordance herewith only to the extent of the obligations
specifically imposed by this Agreement.


 


Section
6.02      Merger or Consolidation of the Master Servicer, the Special Servicer, the Depositor, the Asset
Representations Reviewer or the Operating Advisor. Subject to the following paragraph, each of the Master Servicer and
the Special Servicer shall keep in full effect its existence, rights and good standing as a national banking association under
the laws of the United States of America, and shall not jeopardize its ability to do business in each jurisdiction in which the
Mortgaged Properties securing the Mortgage Loans that it is servicing are located or to protect the validity and enforceability
of this Agreement, the Certificates or any of such Mortgage Loans that it is servicing and to perform its respective duties under
this Agreement. In addition, subject to the following paragraph, the Operating Advisor and the Asset Representations Reviewer
shall keep in full effect its existence, rights and good standing as a limited liability company under the laws of the State of
New York and shall not jeopardize its ability to do business in each jurisdiction in which the Mortgaged Properties are located
or to protect the validity and enforceability of this Agreement, the Certificates or any of such Mortgage Loans and to perform
its respective duties under this Agreement.


 


Each
of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations Reviewer may be
merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case
any Person into which the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations
Reviewer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Master Servicer,
the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations Reviewer is a party, or any Person


 






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succeeding
to the business of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations
Reviewer, shall be the successor of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor or the Asset
Representations Reviewer, as applicable, hereunder, and shall be deemed to have assumed all of the liabilities of the Master Servicer,
the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations Reviewer, as applicable, hereunder, if
each of the Rating Agencies has provided a Rating Agency Confirmation relating to the Certificates and Serviced Companion Loan
Securities, if any; provided that none of the Master Servicer, the Special Servicer or the Operating Advisor shall be required
to obtain a Rating Agency Confirmation from any Rating Agency if the Master Servicer, Special Servicer or Operating Advisor, as
applicable, is merged into or consolidated with a Qualified Affiliate or transfers all or substantially all of its assets to a
Qualified Affiliate; provided, further, if the Master Servicer, the Special Servicer or the Operating Advisor enters
into a merger and the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, is the surviving entity under
applicable law, the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall not, as a result of the
merger, be required to provide a Rating Agency Confirmation or obtain the consent of the Depositor. Notwithstanding the foregoing,
no Master Servicer, Special Servicer, the Operating Advisor or the Asset Representations Reviewer may remain the Master Servicer,
Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, under this Agreement after (x) being
merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its
assets to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, as applicable, is the surviving entity of such merger, consolidation
or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the
Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. The Asset Representations
Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization,
and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement.
Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the
Asset Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to
have assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person.


 


Section
6.03      Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer and Others. (a) None of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer nor any Affiliates, partners, shareholders, directors,
officers, employees, members, managers, representatives or agents (including sub-servicers) of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall be under any liability to the Trust Fund,
the Certificateholders, any Serviced Companion Loan Noteholders, any party hereto or any third party beneficiary for any action
taken, or for refraining from the taking of any action, in good faith pursuant to this


 






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Agreement (including actions taken or not
taken at the direction of any Directing Holder), or for errors in judgment; provided, that this provision shall not protect
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, or any
Affiliate, representative, member, manager, director, officer, employee or agent (including sub-servicers) of the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, against any breach of warranties
or representations made herein, or against any liability which would otherwise be imposed by reason of willful misconduct, bad
faith or negligence (or in the case of (x) the Master Servicer or Special Servicer, by reason of any specific liability imposed
hereunder for a breach of the Servicing Standard, (y) the Operating Advisor, by reason of any specific liability imposed hereunder
for a breach of the Operating Advisor Standard or (z) the Asset Representations Reviewer, by reason of any specific liability
imposed hereunder for a breach of the Asset Review Standard) in the performance of duties or by reason of negligent disregard
of obligations or duties hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and any Affiliate, representative, member, manager, director, officer, employee or agent (including sub-servicers)
of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor may rely in good faith on any document of
any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising
hereunder. In addition, in no event shall the Depositor be obligated to cause any party to perform or comply with the obligations
to remit the CREFC® Intellectual Property Royalty License Fee to CREFC®, to report any such CREFC®
Intellectual Property Royalty License Fee so paid or to make available any Distribution Date Statement to the general public
(or in particular, CREFC®).


 


The
Trust Fund and each Serviced Companion Loan Noteholder shall be indemnified and held harmless by each of the Master Servicer,
the Special Servicer and the Operating Advisor (severally and not jointly) for any loss, liability or expense (including legal
fees and expenses) incurred in connection with any claim, loss, penalty, fine, foreclosure, judgment or liability relating to
this Agreement or the Certificates, incurred by the Trust Fund or such Serviced Companion Loan Noteholder, as applicable, by reason
of willful misconduct, bad faith, fraud or negligence in the performance of duties hereunder, or by reason of negligent disregard
of obligations and duties thereunder, on the part of such indemnifying party.


 


The
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any Affiliates,
directors, officers, employees, members, managers, representatives and agents (including sub-servicers) of the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall be indemnified and held
harmless by the Trust Fund for any loss, liability or expense (including legal fees and expenses) incurred in connection with
any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action relating to this Agreement or the Certificates,
other than any loss, liability or expense (including legal fees and expenses) (i) incurred by such party by reason of willful
misconduct, bad faith, fraud or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations
and duties thereunder or (ii) in the case of the Depositor and any of its Affiliates, directors, officers, representatives, members,
managers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law;
provided that such indemnified parties shall be paid out of the Collection Account in accordance with Section 3.06(a)
of this Agreement; provided, further, that


 






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if such matter relates directly to any Serviced Whole Loan, such
indemnified parties shall be paid first out of the applicable Serviced Whole Loan Collection Account (allocated in accordance
with the expense allocation provision of the related Intercreditor Agreement), and then, if funds therein are insufficient,
out of the Collection Account; provided that the Master Servicer shall, after receiving payment from amounts on deposit
in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable
efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a
pro rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders.


 


The
Depositor shall indemnify the Asset Representations Reviewer and the Operating Advisor and each of their respective Affiliates
and each of their respective directors, officers, employees, representatives and agents, and hold each of them harmless against
any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any
other costs, fees and expenses that such indemnified party may sustain in connection with this Agreement (including, without limitation,
reasonable fees and disbursements of counsel incurred by such indemnified party in any action or proceeding between the Depositor
and such indemnified party or between such indemnified party and any third party or otherwise) resulting from the Depositor’s
willful misconduct, bad faith, fraud or negligence in the performance of each of its duties hereunder or by reason of negligent
disregard of its respective obligations and duties hereunder.


 


The
Operating Advisor shall indemnify the Asset Representations Reviewer and the Depositor and each of their respective Affiliates
and each of their respective directors, officers, employees, representatives and agents, and hold each of them harmless against
any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any
other costs, fees and expenses that such indemnified party may sustain in connection with this Agreement (including, without limitation,
reasonable fees and disbursements of counsel incurred by such indemnified party in any action or proceeding between the Operating
Advisor and such indemnified party or between such indemnified party and any third party or otherwise) resulting from the Operating
Advisor’s willful misconduct, bad faith, fraud or negligence in the performance of each of its duties hereunder or by reason
of negligent disregard of its respective obligations and duties hereunder.


 


The
Asset Representations Reviewer shall indemnify the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Depositor, the Operating Advisor and the Trust and each of their Affiliates and any partner, director, officer, shareholder,
member, manager, employee, representative or agent thereof, and hold them harmless, from and against any and all claims, losses,
damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith, fraud or negligence
of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Asset Representations Reviewer of its duties and obligations hereunder.


 


(b)          None
of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall
be under any obligation to appear in, prosecute or defend any legal action that (i) is not incidental to its respective duties


 






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under this Agreement or (ii) in its opinion, may expose it to any expense or liability not recoverable from the Trust Fund; provided,
that each of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor may in its discretion undertake
any such action that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties
hereto and the interests of the Certificateholders and holders of Serviced Companion Loan Securities, if applicable, hereunder.
In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund and the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor shall be
entitled to be reimbursed therefor from the Collection Account in accordance with Section 3.06(a) of this Agreement) no
later than 60 days after submitting such expenses or costs for reimbursement, provided that a failure to reimburse such parties
within such 60 days will not affect or limit such parties’ rights to receive reimbursement hereunder; provided, further,
that in the case of any Serviced Whole Loan, such amounts shall be allocated in accordance with the expense allocation provision
of the related Intercreditor Agreement, and such parties shall be entitled to be reimbursed first, from the applicable
Serviced Whole Loan Collection Account and then, from the Collection Account, all in accordance with Section 3.06(a)
of this Agreement and the related Intercreditor Agreement.


 


(c)          The
terms of this Section 6.03 shall survive the termination of any party hereto or of this Agreement.


 


(d)          For
the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust Fund or a party
to this Agreement is required to indemnify another party to this Agreement for costs, fees and expenses, such costs, fees and
expenses shall include costs (including, but not limited to reasonable attorney’s fees and expenses) of the enforcement
of such indemnity.


 


Section
6.04      Limitation on Resignation of the Master Servicer, the Special Servicer and the Operating
Advisor; Termination of the Master Servicer, the Special Servicer and the Operating Advisor. (a) Each of the Master Servicer,
the Special Servicer and the Operating Advisor may assign their respective rights and delegate their respective duties and obligations
under this Agreement in connection with the sale or transfer of a substantial portion of their commercial mortgage servicing,
asset management or (solely with respect to the Operating Advisor) commercial mortgage surveillance, portfolio, provided
that: (i) the purchaser or transferee accepting such assignment and delegation (A) shall be an established mortgage finance institution,
bank or mortgage servicing institution (or, in the case of the Operating Advisor, an Eligible Operating Advisor), organized and
doing business under the laws of the United States of America, any state of the United States of America or the District of Columbia,
authorized under such laws to perform the duties of the Master Servicer, Special Servicer or Operating Advisor or a Person resulting
from a merger, consolidation or succession that is permitted under Section 6.02 of this Agreement, (B) shall be acceptable
to each Rating Agency as confirmed in a Rating Agency Confirmation delivered to the Trustee and the Certificate Administrator
relating to the Certificates and Serviced Companion Loan Securities, if any, (C) shall execute and deliver to the Trustee and
the Certificate Administrator an agreement that contains an assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or observed by the Master Servicer, Special Servicer or Operating Advisor,
as applicable under this Agreement from and after the date of


 






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such agreement and (D) shall not be a Prohibited Party; (ii) the
Master Servicer, the Special Servicer or the Operating Advisor shall not be released from its obligations under this Agreement
that arose prior to the effective date of such assignment and delegation under this Section 6.04; (iii) the rate at which
the Servicing Compensation, Special Servicing Compensation or Operating Advisor Fee, as applicable (or any component thereof)
is calculated shall not exceed the rate then in effect and (iv) the resigning Master Servicer, Special Servicer or Operating Advisor,
as applicable, shall be responsible for the reasonable costs and expenses of each other party hereto and the Rating Agencies in
connection with such transfer. Upon acceptance of such assignment and delegation, the purchaser or transferee shall be the successor
Master Servicer, Special Servicer or Operating Advisor, as applicable, hereunder.


 


(b)          Except
as provided in Section 6.02 of this Agreement and this Section 6.04, the Master Servicer, the Special Servicer and
the Operating Advisor shall not resign from its respective obligations and duties hereby imposed on it except (i) upon determination
that such duties hereunder are no longer permissible under applicable law, (ii) in connection with the assignment of rights and
delegation of duties as set forth in Section 6.04(a), or (iii) solely with respect to the Operating Advisor, pursuant to
Section 6.04(e). Any such determination described in clause (i) above permitting the resignation of the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, shall be evidenced by an Opinion of Counsel (obtained at the resigning
Master Servicer’s, Special Servicer’s or Operating Advisor’s expense) to such effect delivered to the Trustee
and the Certificate Administrator.


 


(c)          The
Trustee shall be permitted to remove the Master Servicer or the Special Servicer upon a Master Servicer Termination Event or Special
Servicer Termination Event, as applicable. Without limiting the generality of the succeeding paragraph, no such removal shall
be effective unless and until (i) the Master Servicer or the Special Servicer has been paid any unpaid Servicing Compensation
or Special Servicing Compensation, as applicable, unreimbursed Advances (including Advance Interest Amounts thereon to which it
is entitled) and all other amounts to which the Master Servicer or the Special Servicer is entitled hereunder to the extent such
amounts accrue prior to such effective date and (ii) with respect to a resignation by the Master Servicer, the successor Master
Servicer has deposited into the Investment Accounts from which amounts were withdrawn to reimburse the terminated Master Servicer,
an amount equal to the amounts so withdrawn, to the extent such amounts would not have been permitted to be withdrawn except pursuant
to this paragraph, in which case the successor Master Servicer shall, immediately upon deposit, have the same right of reimbursement
or payment as the terminated Master Servicer had immediately prior to its termination without regard to the operation of this
paragraph.


 


(d)          No
resignation or removal of the Master Servicer, the Special Servicer or the Operating Advisor as contemplated by the preceding
paragraphs of this Section 6.04 shall become effective until (i) the Trustee or a successor Master Servicer, Special Servicer
or Operating Advisor shall have assumed the resigning or terminated Master Servicer’s, Special Servicer’s or Operating
Advisor’s responsibilities, duties, liabilities and obligations hereunder, (ii) the Certificate Administrator shall have
filed any required Form 8-K pursuant to Section 10.09, (iii) any other information required under Section 10.03
or Section 10.09 has been delivered to any applicable Other Depositor with respect to any related Companion Loan, and (iv)
as to any resignation, removal, succession, merger or consolidation of the Master Servicer or


 






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the Special Servicer that would
constitute a Reportable Event, upon at least 4 Business Days prior notice of the anticipated effective date of such event, the
Certificate Administrator and the Depositor shall cooperate in a timely manner with the Master Servicer, the Special Servicer
or any other Person pursuing such resignation, removal, succession, merger or consolidation, as applicable, in connection with
the Depositor’s or the Certificate Administrator’s obligation to file any related required Form 8-K relating to this
Trust on the anticipated effective date of such event. If no successor Master Servicer, Special Servicer or Operating Advisor
can be obtained to perform such obligations for the same compensation to which the terminated Master Servicer, Special Servicer
or Operating Advisor would have been entitled, additional amounts payable to such successor Master Servicer, Special Servicer
or Operating Advisor shall be treated as Realized Losses.


 


(e)          The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days’ prior written
notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer and the Directing Holder, if applicable, and (b) upon the appointment of, and the acceptance of such appointment by,
a successor Operating Advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating Agency Confirmation from
each Rating Agency. No such resignation by the Operating Advisor shall become effective until the replacement Operating Advisor
shall have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating Advisor shall
pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated
with a transfer of its duties pursuant to this Section 6.04(e).


 


Section
6.05     Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special
Servicer. Solely with respect to their performance of their respective duties under this Agreement, the Master Servicer
and the Special Servicer shall afford the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator,
the Trustee and the Rating Agencies, upon reasonable notice, during normal business hours access to all records maintained by
it in respect of its rights and obligations hereunder and access to its officers responsible for such obligations. Upon
written request, the Master Servicer and/or the Special Servicer, as applicable, shall furnish to the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator and the Trustee its most recent publicly available financial
statements (or, with respect to the Master Servicer, those of its ultimate parent) and such other non-proprietary information
as the Master Servicer or the Special Servicer, as the case may be, shall determine in its sole and absolute discretion as it
possesses, which is relevant to the performance of its duties hereunder and which it is not prohibited by applicable law or
contract from disclosing. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the
Special Servicer hereunder which are in default and may, but is not obligated to, perform, or cause a designee to perform,
any defaulted obligation of such Person hereunder or exercise any rights of such Person hereunder, provided that the
Master Servicer and the Special Servicer shall not be relieved of any of its obligations hereunder by virtue of such
performance by the Depositor or its designee. If the Depositor or its designee undertakes any such action, it will be
reimbursed by the Trust Fund from the Collection Accounts (or with respect to a Serviced Whole Loan, to the extent such
reimbursement is allocable to such Serviced Whole Loan Collection Account), as provided in Section 3.06 and Section
6.03(a) hereof to the extent not recoverable from the Master Servicer or Special Servicer, as applicable. None of the


 






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Depositor, the Certificate Administrator, the Trustee, the Master Servicer (solely with respect to any action or failure to
act by the Special Servicer) or the Special Servicer (solely with respect to any action or failure to act by the Master
Servicer) shall have any responsibility or liability for any action or failure to act by the Master Servicer or the Special
Servicer and no such party is obligated to monitor or supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise. Neither the Master Servicer nor the Special Servicer shall be under any
obligation to disclose confidential or proprietary information pursuant to this Section.


 


Section
6.06     The Master Servicer or Special Servicer as Owners of a Certificate. The Master Servicer
or an Affiliate of the Master Servicer, or the Special Servicer or an Affiliate of the Special Servicer, may become the Holder
(or with respect to a Global Certificate, Certificate Owner) of any Certificate with the same rights it would have if it were
not the Master Servicer or the Special Servicer or an Affiliate thereof. If, at any time during which the Master Servicer or the
Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is the Holder or Certificate Owner of any Certificate,
the Master Servicer or the Special Servicer proposes to take action (including for this purpose, omitting to take action) that
(i) is not expressly prohibited by the terms hereof and would not, in the Master Servicer’s or the Special Servicer’s
good faith judgment, violate the Servicing Standard, and (ii) if taken, might nonetheless, in the Master Servicer’s or the
Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing Standard, the Master Servicer
or the Special Servicer may, but will not be required to, seek the approval of the Certificateholders to such action (or inaction)
by delivering to the Certificate Administrator a written notice that (i) states that it is delivered pursuant to this Section
6.06, (ii) identifies the Percentage Interest in each Class of Certificates beneficially owned by the Master Servicer or the
Special Servicer or an Affiliate of the Master Servicer or the Special Servicer and (iii) describes in reasonable detail the action
(or inaction) that the Master Servicer or the Special Servicer proposes to take (or refrain from taking). The Certificate Administrator,
upon receipt of such notice, shall forward it to the Certificateholders (other than the Master Servicer and its Affiliates or
the Special Servicer and its Affiliates, as appropriate) together with such instructions for response as the Certificate Administrator
shall reasonably determine. If at any time Certificateholders holding a majority of the Voting Rights of all Certificateholders
and, if no Control Termination Event has occurred and is continuing, the applicable Directing Holder (calculated without regard
to the Certificates beneficially owned by the Master Servicer or its Affiliates or the Special Servicer or its Affiliates, as
applicable) shall have consented in writing to the proposal described in the written notice, and if the Master Servicer or the
Special Servicer shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard.
The Certificate Administrator shall be entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable,
of the reasonable expenses of the Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing
provision that the Master Servicer or the Special Servicer be permitted to invoke the procedure set forth herein with respect
to routine servicing matters arising hereunder, except in the case of unusual circumstances.


 


Section
6.07      The Directing Holder and the Operating Advisor. (a) For so long as no Control
Termination Event has occurred and is continuing, the Directing Holder shall be entitled to advise (1) the Special Servicer with
respect to all Specially Serviced Loans (other than any Excluded Loan or any Servicing Shift Mortgage Loan), (2) the Special Servicer
with respect to Performing Loans (other than any Excluded Loan, Non-Serviced Mortgage Loan or Servicing


 






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Shift Mortgage Loan) with
respect to Special Servicer Major Decisions, and (3) the Master Servicer with respect to Performing Loans (other than any Excluded
Loan applicable to the Directing Holder, Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan) with respect to Master Servicer
Major Decisions.


 


Notwithstanding
anything herein to the contrary, except as set forth in, and in any event subject to, this Section 6.07, with respect to
any Mortgage Loan (other than any Non-Serviced Mortgage Loan, any applicable Excluded Loan or any Servicing Shift Mortgage Loan)
or any Serviced Whole Loan (other than any Servicing Shift Whole Loan), for so long as no Control Termination Event has occurred
and is continuing, neither the Master Servicer nor the Special Servicer shall be permitted to take any action that constitutes
a Major Decision, and the Special Servicer shall not consent to the Master Servicer’s taking any of the following actions
that are Special Servicer Major Decisions, as to which the Directing Holder has objected in writing within ten (10) Business Days
(or, in connection with an Acceptable Insurance Default, 30 days) after receipt of a written report by the Master Servicer or
the Special Servicer, as applicable, describing in reasonable detail (i) the background and circumstances requiring action of
the Master Servicer or the Special Servicer, as applicable, (ii) the proposed course of action recommended, and (iii) all information
reasonably requested by the Directing Holder, and reasonably available the Master Servicer or the Special Servicer, as applicable,
in order to grant or withhold such consent, which report may, if prepared by the Special Servicer, in its sole discretion, take
the form of an Asset Status Report (the “Major Decision Reporting Package”) (provided that if such written
objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such 10-Business Day (or
30-day) period, then the Directing Holder will be deemed to have approved such action); provided that, if the Special Servicer
or Master Servicer (if the Master Servicer is otherwise authorized by this Agreement to take such action), as applicable, determines
that immediate action, with respect to the foregoing matters, or any other matter requiring consent of the Directing Holder (if
no Control Termination Event has occurred and is continuing) in this Agreement, is necessary to protect the interests of the Certificateholders
and, with respect to any Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such
Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender and with respect to any
Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate
Companion Loan) and the Master Servicer or the Special Servicer, as applicable, has made a reasonable effort to contact the Directing
Holder, the Master Servicer or the Special Servicer, as applicable, may take any such action without waiting for the Directing
Holder’s response.


 


If
a Control Termination Event has occurred and is continuing, but for so long as no Consultation Termination Event has occurred,
neither the Master Servicer nor the Special Servicer, as applicable, will be required to obtain the consent of the Directing Holder
with respect to any of the Major Decisions or Asset Status Reports, but shall consult with the Directing Holder in connection
with any Major Decision that it is processing or, in the case of the Special Servicer, any Asset Status Report (or any other matter
for which the consent of the Directing Holder would have been required or for which the Directing Holder would have the right
to direct the Master Servicer or the Special Servicer if no Control Termination Event had occurred and was continuing) and to
consider alternative actions recommended by the Directing Holder in respect of such Major Decision or Asset Status Report (or
such other matter). Such


 






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consultation will not be binding on the Master Servicer or the Special Servicer. In the event the Master
Servicer or the Special Servicer, as applicable, receives no response from the Directing Holder within 10 days following the Master
Servicer’s or the Special Servicer’s written request for input (which request shall include the related Major Decision
Reporting Package) on any required consultation, the Master Servicer or the Special Servicer, as applicable, shall not be obligated
to consult with the Directing Holder on the specific matter.


 


(b)          Prior
to the occurrence and continuance of an Operating Advisor Consultation Event, the Special Servicer shall provide each Major Decision
Reporting Package to the Operating Advisor promptly after the Special Servicer receives the Controlling Class Representative’s
approval or deemed approval of such Major Decision Reporting Package; provided, however, that with respect to any
Performing Loan no Major Decision Reporting Package shall be required to be delivered (and the Special Servicer shall use reasonable
efforts not to deliver such Major Decision Reporting Package) prior to the occurrence and continuance of an Operating Advisor
Consultation Event. After the occurrence and during the continuance of an Operating Advisor Consultation Event (whether or not
a Control Termination Event is continuing), the Master Servicer or the Special Servicer, as applicable, shall provide each Major
Decision Reporting Package to the Operating Advisor simultaneously with the Master Servicer’s or the Special Servicer’s
written request, as applicable, for the Operating Advisor’s input regarding the related Major Decision (which written request
and Major Decision Reporting Package may be delivered in one notice), as set forth below. With respect to any particular Major
Decision and/or related Major Decision Reporting Package or any Asset Status Report required to be delivered by the Master Servicer
or the Special Servicer to the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, shall make available
to the Operating Advisor a servicing officer with the relevant knowledge regarding the Mortgage Loan and such Major Decision and/or
Asset Status Report in order to address reasonable questions that the Operating Advisor may have relating to, among other things,
such Major Decision and/or Asset Status Report.


 


If
an Operating Advisor Consultation Event has occurred and is continuing, the Master Servicer or the Special Servicer shall consult
with the Operating Advisor in connection with any proposed Major Decision that it is processing as to which it has delivered to
the Operating Advisor a Major Decision Reporting Package (and any other actions which otherwise require consultation with the
Operating Advisor) and consider alternative actions recommended by the Operating Advisor, in respect thereof, provided that such
consultation is on a non-binding basis. In the event that the Master Servicer or the Special Servicer, as applicable, receives
no response from the Operating Advisor within ten (10) days following the later of (i) its written request for input (which request
is required to include the related Major Decision Reporting Package) on any required consultation and (ii) delivery of all such
additional information reasonably requested by the Operating Advisor that is in possession of the Master Servicer or the Special
Servicer, as applicable, related to the subject matter of such consultation, the Master Servicer or the Special Servicer, as applicable,
shall not be obligated to consult with the Operating Advisor on the specific matter; provided, however, that the failure of the
Operating Advisor to respond on any specific matters shall not relieve the Master Servicer or the Special Servicer, as applicable,
from its obligation to use reasonable efforts to consult with the Operating Advisor on any future matter with respect to the applicable
Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any applicable


 






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Conflicted
Loan related to the Controlling Class Representative (regardless of whether an Operating Advisor Consultation Event has occurred
and is continuing), the Master Servicer, the Special Servicer or the related Non-Conflicted Special Servicer, as applicable, shall
consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major
Decisions that it is processing or for which it must give its consent or for which it must give its consent and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in this Section
6.08 for consulting with the Operating Advisor.


 


(c)          The
failure of the Directing Holder or the Operating Advisor to respond to any request for consent or consultation will not relieve
the Master Servicer or the Special Servicer from using reasonable efforts to seek the consent of or consult with, as applicable,
the Directing Holder or the Operating Advisor on any future matters with respect to the applicable Mortgage Loan or Serviced Whole
Loan or any other Mortgage Loan.


 


In
addition, for so long as no Control Termination Event has occurred and is continuing, the Directing Holder may direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan as the Directing Holder may deem
advisable or as to which provision is otherwise made herein; provided that, notwithstanding anything herein to the contrary,
no such direction from the Directing Holder and no advice from the Operating Advisor, and no objection contemplated by the preceding
paragraph or this paragraph, may require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision
of any Mortgage Loan, applicable law, this Agreement, any Intercreditor Agreement or the REMIC Provisions, including without limitation
the Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special
Servicer, the Paying Agent, the Trust Fund, the Certificate Administrator or the Trustee to liability, or materially expand the
scope of the Special Servicer’s responsibilities hereunder.


 


If
the Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Holder, or any advice
from the Directing Holder or the Operating Advisor, would otherwise cause the Special Servicer or Master Servicer, as applicable,
to violate the terms of any Mortgage Loan, any Intercreditor Agreement, applicable law, the REMIC Provisions or this Agreement,
including without limitation, the Servicing Standard, the Special Servicer or Master Servicer, as applicable, shall disregard
such refusal to consent or advice and notify the Directing Holder or the Operating Advisor, the Trustee, the related Serviced
Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement) of its determination, including a reasonably detailed
explanation of the basis therefor. The taking of, or refraining from taking, any action by the Master Servicer or Special Servicer
in accordance with the direction of or approval of the Directing Holder or the Operating Advisor that does not violate any law
or the Servicing Standard or any other provisions of this Agreement or any Intercreditor Agreements will not result in any liability
on the part of the Master Servicer or the Special Servicer.


 


Notwithstanding
anything to the contrary contained in this Agreement, with respect to the Non-Serviced Mortgage Loans, (i) at all times when no
Consultation Termination Event has occurred, the Directing Holder shall be entitled to the rights of the “Non-Directing
Holder” (or similar term) under the related Intercreditor Agreement and (ii) at no time shall the


 






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Operating Advisor be entitled
to the rights of the “Non-Directing Holder” (or similar term) under the related Intercreditor Agreement.


 


The
Directing Holder shall have no liability to the Trust Fund, any party to this Agreement, any Certificateholders or any other Person
for any action taken, or for refraining from the taking of any action, or for errors in judgment; provided that the Directing
Holder shall not be protected against any liability to a Controlling Class Certificateholder that would otherwise be imposed by
reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations
or duties.


 


(d)          Subject
to the terms and conditions of this Section 6.07(a), (i) the Special Servicer shall process all requests for any matter
that constitutes a Major Decision with respect to any Specially Serviced Loan, (b) the Special Servicer shall process all requests
for any matter that constitutes a Special Servicer Major Decision with respect to any Performing Loan (other than a Non-Serviced
Mortgage Loan) unless the Master Servicer and the Special Servicer have mutually agreed to have the Master Servicer process such
request in accordance with the terms and conditions reasonably agreed to by the Master Servicer and Special Servicer, including
the Special Servicer’s consent, (c) the Master Servicer shall process all requests for any matter that constitutes a Master
Servicer Major Decision with respect to any Performing Loan (other than a Non-Serviced Mortgage Loan) and (d) the Master Servicer
shall process all requests for any matter that constitutes a Special Servicer Major Decision with respect to any Performing Loan
(other than a Non-Serviced Mortgage Loan) if the Master Servicer and the Special Servicer have mutually agreed to have the Master
Servicer process such request in accordance with the terms and conditions reasonably agreed to by the Master Servicer and Special
Servicer, including the Special Servicer’s consent. Upon receiving a request for any matter that constitutes a Special Servicer
Major Decision, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such
request in accordance with the terms and conditions reasonably agreed to by the Master Servicer and Special Servicer, including
the Special Servicer’s consent, the Master Servicer shall forward such request to the Special Servicer and the Special Servicer
will be required to process such request and the Master Servicer will have no further obligation with respect to such request
or the related Special Servicer Major Decision.


 


With
respect to any Borrower request or other action on Performing Loans that is not a Major Decision, the Master Servicer shall not
be required to obtain the consent of or consult with the Special Servicer, the Directing Holder or the Operating Advisor.


 


(e)          Notwithstanding
anything to the contrary contained herein (i) if a Control Termination Event has occurred and is continuing, the Directing Holder
shall have no right to consent to any action taken or not taken by any party to this Agreement; (ii) if a Control Termination
Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing, the Directing Holder
shall remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the
Master Servicer, Special Servicer and any other applicable party shall consult with the Directing Holder in connection with any
action to be taken or refrained from taking to the extent set forth herein; and (iii) if a Consultation Termination Event has
occurred and is continuing, the Directing Holder shall have no consultation or consent rights hereunder and no right to receive
any notices, reports or information (other than notices, Voting Rights given to all Certificateholders and rights to


 






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receive reports
or information required to be delivered to all Certificateholders) or any other rights as Directing Holder.


 


(f)          The
Master Servicer, the Special Servicer, the Trustee or the Operating Advisor, may from time to time request that the Certificate
Administrator provide the name of the then-current Directing Holder for any applicable Mortgage Loan or Serviced Whole Loan. Upon
such request, the Certificate Administrator shall promptly (but in no event more than five (5) Business Days following such request)
provide the name of the then-current Directing Holder to the Master Servicer, the Special Servicer, the Trustee or the Operating
Advisor, but only to the extent the Certificate Administrator has actual knowledge of the identity of the then-current Directing
Holder; provided that if the Certificate Administrator does not have actual knowledge of the identity of the then-current
Directing Holder, then the Certificate Administrator shall promptly (but in no event more than five (5) Business Days following
such request) (i) determine which Class is the Controlling Class and (ii) request from the Controlling Class Certificateholders
the identity of the Directing Holder. Any expenses incurred in connection with obtaining such information shall be at the expense
of the requesting party, except that if (i) such expenses arise in connection with an event as to which the Directing Holder has
review, consent or consultation rights with respect to an action taken by, or report prepared by, the requesting party pursuant
to this Agreement or in connection with a request made by the Operating Advisor in connection with its obligation under this Agreement
to deliver a copy of the Operating Advisor Annual Report to the Directing Holder and (ii) the requesting party has not been notified
of the identity of the Directing Holder or reasonably believes that the identity of the Directing Holder has changed, then such
expenses shall be at the expense of the Trust. The Master Servicer, the Special Servicer, the Trustee and the Operating Advisor,
shall be entitled to conclusively rely on any such information so provided.


 


To
the extent the Master Servicer or the Special Servicer has written notice of any change in the identity of a Directing Holder
or the list of Holders (or Certificate Owners, if applicable) of the Controlling Class, then the Master Servicer or the Special
Servicer, as applicable, shall promptly notify the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer
and the Special Servicer thereof, who may rely conclusively on such notice from the Master Servicer or the Special Servicer, as
applicable.


 


Section
6.08      Rights of Non-Directing Holders. With respect to each Serviced Whole Loan,
the Master Servicer or the Special Servicer, as applicable, shall:


 


(a)          consult
with the related Non-Directing Holder (or its designee or representative) on a strictly non-binding basis, to the extent that
such Non-Directing Holder (or its designee or representative) requests consultation with respect to any “major decision”
or “major action” set forth in the related Intercreditor Agreement or the implementation of any recommended actions
outlined in an Asset Status Report relating to the Serviced Whole Loan, and to consider alternative actions recommended by such
Non-Directing Holder (or its designee or representative); provided, that after the expiration of a period of ten (10) Business
Days from the delivery to the related Non-Directing Holder (or its designee or representative) of written notice of a proposed
action, together with copies of the related notice, information or report, the Master Servicer or Special Servicer, as applicable,
shall no longer be obligated to consult with the applicable Non-Directing Holder (or its designee or representative) (unless the
Master Servicer or Special Servicer, as applicable, proposes a new course of action that is materially


 






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different from the action
previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery
of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder,
the Master Servicer or the Special Servicer, as applicable, may take any “major decision” or “major action”
set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the
aforementioned ten (10) Business Day period if the Master Servicer or the Special Servicer, as applicable, determines that immediate
action with respect thereto is necessary to protect the interests of the Certificateholder and the related Companion Loan Noteholder.
Unless specified otherwise in the related Intercreditor Agreement, neither the Master Servicer or the Special Servicer shall be
obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder; and


 


(b)          in
addition to the foregoing non-binding consultation rights, if provided for in the related Intercreditor Agreement, the Non-Directing
Holder shall have the right to annual conference calls with the Master Servicer or the Special Servicer at the offices of the
Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 


Article
VII



SERVICER AND OPERATING ADVISOR TERMINATION


 


Section
7.01      Servicer Termination Events. (a) “Master Servicer Termination Event,”
wherever used herein, means any one of the following events:


 


(i)          any
failure by the Master Servicer (A) to make any deposit required to the Collection Account or the related Serviced Whole Loan Collection
Account for any Serviced Whole Loan on the day and by the time such deposit was first required to be made under the terms of this
Agreement, which failure is not remedied within two Business Days, (B) to deposit into, or remit to the Certificate Administrator
for deposit into, any Distribution Account any amount required to be so deposited or remitted (including, without limitation,
any required P&I Advance, unless the Master Servicer determines such P&I Advance is a Nonrecoverable Advance), which failure
is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date (provided, however, that to
the extent the Master Servicer does not timely make such remittance to the Certificate Administrator, the Master Servicer shall
pay the Certificate Administrator for the account of the Certificate Administrator interest on any amount not timely remitted
at the Prime Rate from and including the applicable required remittance date to, but not including, the date such remittance is
actually made), or (C) to remit to any holder of a Serviced Companion Loan, as and when required by this Agreement or any related
Intercreditor Agreement, any amount required to be so remitted (which failure continues for two Business Days);


 


(ii)          any
failure on the part of the Master Servicer duly to observe or perform in any material respect any of its other covenants or obligations
contained in this Agreement, which failure continues unremedied for a period of 30 days (or (A) with respect to any


 






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year that
a report on Form 10-K is required to be filed, five (5) Business Days in the case of the Master Servicer’s obligations contemplated
by Article X (except as otherwise provided under clause (viii) of this definition of “Master Servicer Termination
Event”), or (B) 15 days in the case of the Master Servicer’s failure to make a Servicing Advance or 45 days in the
case of failure to pay the premium for any insurance policy required to be force placed by the Master Servicer pursuant to this
Agreement or in any event such reasonable shorter period of time as is necessary to avoid the commencement of foreclosure proceedings
for any lien relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage) after the date
on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer, by (a)
any other party hereto, with a copy to each other party to this Agreement, (b) the Holders of Certificates of any Class evidencing
Percentage Interests aggregating not less than 25% of such Class or (c) an affected Serviced Companion Loan Noteholder; provided,
if such failure is capable of being cured and the Master Servicer is diligently pursuing such cure, such 15-, 30- or 45-day period,
as applicable, will be extended an additional 30 days; provided, further, however, that such extended period will
not apply to the obligations regarding Exchange Act reporting contemplated by Article X;


 


(iii)          any
breach on the part of the Master Servicer of any representation or warranty contained in Section 2.04(a) of this Agreement,
which materially and adversely affects the interests of any Class of Certificateholders or Serviced Companion Loan Noteholders
and which continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the same to be
remedied, shall have been given (a) to the Master Servicer by any party hereto or (b) to the Master Servicer, the Special Servicer,
the Depositor and the Trustee (x) by the Holders of Certificates of any Class evidencing Percentage Interests aggregating not
less than 25% of such Class or (y) by an affected Serviced Companion Loan Noteholder; provided, if such breach is capable
of being cured and the Master Servicer is diligently pursuing such cure, such 30-day period will be extended an additional 30
days;


 


(iv)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days;


 


(v)          the
Master Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer
or of or relating to all or substantially all of its property;


 


(vi)          the
Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its


 






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creditors, voluntarily
suspend payment of its obligations or take any corporate action in furtherance of the foregoing;


 


(vii)          the
Master Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer and is not
restored to such status on such list within sixty (60) days;


 


(viii)        the
Master Servicer is no longer rated at least “CMS3” by Fitch and such Master Servicer is not reinstated to at least
that rating within 60 days of the delisting;


 


(ix)          DBRS
has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (B) placed one or
more Classes of Certificates on “watch status” in contemplation of possible rating downgrade or withdrawal (and such
qualification, downgrade or withdrawal or “watch status” placement shall not have been withdrawn by DBRS within sixty
(60) days of such event), and, in the case of either of clause (A) or (B), publicly citing servicing concerns with the Master
Servicer as the sole or a material factor in such rating action; or


 


(x)          subject
to Section 10.16(c), any failure by the Master Servicer to deliver (a) any Exchange Act reporting items required to be
delivered by the Master Servicer to the Trustee or the Certificate Administrator under Article X by the time required under
Article X or (b) any Exchange Act reporting items that a primary servicer, sub-servicer or Servicing Function Participant
(such entity, the “Sub-Servicing Entity”) retained by the Master Servicer (but excluding any Mortgage Loan
Seller Sub-Servicer) is required to deliver (any Sub-Servicing Entity shall be terminated if it defaults in accordance with the
provision of this clause (x));


 


then,
and in each and every such case, so long as a Master Servicer Termination Event shall not have been remedied, the Trustee may,
and at the written direction of (x) the Holders of at least 25% of the aggregate Voting Rights of all Certificates or (y) the
Depositor with respect to clause (ii) above (to the extent such Master Servicer Termination Event relates to the obligations regarding
Exchange Act reporting contemplated by Article X) or clause (viii) above upon five (5) Business Days’ notice, shall,
terminate all of the rights and obligations of the Master Servicer (other than as set forth in Section 7.01(d)). In the
case of clause (vii), the Certificate Administrator shall be required to notify Certificateholders and Serviced Companion Loan
Noteholders of such Master Servicer Termination Event and request whether such Certificateholders and, if applicable, Serviced
Companion Loan Noteholders favor such termination.


 


If
the Master Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section 7.01,
then the Master Servicer shall also be terminated as Special Servicer.


 


If
the Master Servicer receives notice of termination under this Section 7.01(a) solely due to a Master Servicer Termination
Event under Section 7.01(a)(vii), (viii) or (ix) and if the Master Servicer provides the Trustee with the
appropriate “request for proposal” materials within five (5) Business Days following such termination notice, then
the Master Servicer shall continue to serve as Master Servicer hereunder until a successor Master Servicer is selected in


 






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accordance
with this Section 7.01(a). Upon receipt of the “request for proposal” materials, the Trustee shall promptly
thereafter (using such “request for proposal” materials provided by the Master Servicer) solicit good faith bids for
the rights to service the Mortgage Loans and Serviced Companion Loans under this Agreement from at least three (3) Persons qualified
to act as Master Servicer hereunder in accordance with Section 6.02 and 7.02 of this Agreement (any such Person
so qualified, a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located, then from as many
persons as the Trustee can determine are Qualified Bidders; provided that, at the Trustee’s request, the Master Servicer
shall supply the Trustee with the names of Persons from whom to solicit such bids; and provided, further, that the
Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to service the Mortgage
Loans and Serviced Companion Loans under this Agreement. The bid proposal shall require any Successful Bidder (as defined below),
as a condition of such bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof,
within 45 days after the notice of termination of the Master Servicer. The materials provided to the Trustee shall provide for
soliciting bids: (i) on the basis of such successor Master Servicer retaining all Sub-Servicers to continue the primary servicing
of the Mortgage Loans and Serviced Companion Loans pursuant to the terms of the respective Sub-Servicing Agreements and entering
into a Sub-Servicing Agreement with the terminated Master Servicer to service each of the Mortgage Loans and Serviced Companion
Loans for which it was the Master Servicer and not subject to a Sub-Servicing Agreement with a cashiering Sub-Servicer at a sub-servicing
fee rate per annum equal to, for each Mortgage Loan and Serviced Companion Loan serviced, the Primary Servicing Fee Rate (each,
a “Servicing Retained Bid”); and (ii) on the basis of terminating each Sub-Servicing Agreement and Sub-Servicer
that it is permitted to terminate in accordance with Section 3.01(c) of this Agreement (each, a “Servicing Released
Bid”). The Trustee shall select the Qualified Bidder with the highest cash Servicing Retained Bid (or, if none, the
highest cash Servicing Released Bid from any Person qualified to act as a Master Servicer) (the “Successful Bidder”)
to act as successor Master Servicer hereunder; provided, that if the Trustee does not receive a Rating Agency Confirmation
in accordance with the procedures set forth in Section 3.30 of this Agreement with respect to such Successful Bidder, then
the Trustee shall repeat the bid process described above (but subject to the above described 45 day time period) until such Rating
Agency Confirmation is obtained. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master
Servicer pursuant to the terms hereof no later than 45 days after notice of the termination of the Master Servicer; provided,
that the initial Master Servicer may request and obtain, with the prior written consent of the Directing Holder, an additional
20 days for such sale and assumption to be completed so long as the initial Master Servicer delivers to the Trustee an Officer’s
Certificate stating that the sale and assumption of the right to service the Mortgage Loans and Serviced Companion Loans cannot
be completed in the initial 45-day period and specifying the reasons therefor.


 


Upon
the assignment and acceptance of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement)
to and by the Successful Bidder, the Trustee shall remit or cause to be remitted (i) if the successful bid was a Servicing Retained
Bid, to the Master Servicer to be terminated pursuant to this Section 7.01(a), the amount of such cash bid received from
the Successful Bidder (net of “out of pocket” expenses incurred in connection with obtaining such bid and transferring
servicing) and (ii) if the successful bid was a Servicing Released Bid, to the Master Servicer and each terminated Sub-Servicer
its respective Bid Allocation.


 






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The
Master Servicer to be terminated pursuant to this Section 7.01(a) shall be responsible for all out of pocket expenses incurred
in connection with the attempt to sell its rights to service the Mortgage Loans and Serviced Companion Loans, which expenses are
not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph.


 


If
the Successful Bidder has not entered into this Agreement as successor Master Servicer within the above described time period
or no Successful Bidder was identified within the above described time period, the Master Servicer to be terminated pursuant to
Section 7.01(a) of this Agreement shall reimburse the Trustee for all reasonable “out of pocket” expenses incurred
by the Trustee in connection with such bid process and the Trustee shall have no further obligations under this Section 7.01(a).
The Trustee thereafter may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02
of this Agreement.


 


Notwithstanding
anything to the contrary in this Article VII, if the Master Servicer shall timely deliver the notice and request for proposal
materials referred to in the fourth preceding paragraph, no resignation or termination of the Master Servicer shall be effective
in connection with a Master Servicer Termination Event under Section 7.01(a)(vii) , (viii) or (ix) of this
Agreement, and the Master Servicer shall continue to perform as such and to collect the servicing fee until the conclusion of
the process described in this (a).


 


(b)          “Special
Servicer Termination Event,” wherever used herein, means any one of the following events:


 


(i)          any
failure by the Special Servicer to deposit into the REO Account at or within the time specified by this Agreement and such failure
continues unremedied for one Business Day, or any failure by the Special Servicer to remit to Master Servicer for deposit into,
the Collection Account (or, in the case of a Serviced Whole Loan, the related Serviced Whole Loan Collection Account) any amount
required to be so remitted by the Special Servicer pursuant to, and at the time specified by, the terms of this Agreement; provided,
that the failure of the Special Servicer to remit such amount to the Master Servicer shall not be a Special Servicer Termination
Event if such failure is remedied within two Business Days and if the Special Servicer has compensated the Master Servicer for
any loss of income on such amount suffered by the Master Servicer due to and caused by the late remittance of the Special Servicer
and reimburse the Trust for any resulting Advance Interest Amount due to the Master Servicer;


 


(ii)          any
failure on the part of the Special Servicer duly to observe or perform in any material respect any of its other covenants or obligations
contained in this Agreement, which failure continues unremedied for a period of 30 days (or (A) with respect to any year that
a report on Form 10-K is required to be filed, five (5) Business Days in the case of the Special Servicer’s obligations
contemplated by Article X (except as otherwise provided under clause (viii) of this definition of “Special
Servicer Termination Event”), or (B) 15 days in the case of failure to pay the premium for any insurance policy required
to be force placed by the Special Servicer pursuant to this Agreement or in any event such reasonable shorter period of time as
is necessary to avoid the commencement of foreclosure proceedings for any lien relating to unpaid real estate taxes or assessments
or a lapse in any required insurance coverage) after the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Special Servicer,


 






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by (a) any other party hereto, with a copy to each other party to this
Agreement, (b) the Holders of Certificates of any Class evidencing Percentage Interests aggregating not less than 25% of such
Class or (c) an affected Serviced Companion Loan Noteholder; provided, if such failure is capable of being cured and the
Special Servicer is diligently pursuing such cure, such 30- or 45-day period, as applicable, will be extended an additional 30
days; provided, further, however, that such extended period will not apply to the obligations regarding Exchange
Act reporting contemplated by Article X;


 


(iii)          any
breach on the part of the Special Servicer of any representation or warranty contained in Section 2.04(b) of this Agreement,
which materially and adversely affects the interests of any Class of Certificateholders or Serviced Companion Loan Noteholders
and which continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the same to be
remedied, shall have been given (a) to the Special Servicer by any party hereto, or (b) to the Master Servicer, the Special Servicer,
the Depositor and the Trustee (x) by the Holders of Certificates of any Class evidencing Percentage Interests aggregating not
less than 25% of such Class or (y) by an affected Serviced Companion Loan Noteholder; provided, if such breach is capable
of being cured and the Special Servicer is diligently pursuing such cure, such 30-day period will be extended an additional 30
days;


 


(iv)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Special Servicer and such
decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days;


 


(v)          the
Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Special Servicer
or of or relating to all or substantially all of its property;


 


(vi)          the
Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily
suspend payment of its obligations or take any corporate action in furtherance of the foregoing;


 


(vii)          the
Special Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer and is not
restored to such status on such list within sixty (60) days;


 


(viii)        the
Special Servicer is no longer rated at least “CSS3” by Fitch and such Special Servicer is not reinstated to at least
that rating within 60 days of the delisting;


 






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(ix)          DBRS
has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (B) placed one or
more Classes of Certificates on “watch status” in contemplation of possible rating downgrade or withdrawal (and such
qualification, downgrade or withdrawal or “watch status” placement shall not have been withdrawn by DBRS within sixty
(60) days of actual knowledge by the Special Servicer of such event), and, in the case of either of clause (A) or (B), publicly
citing servicing concerns with the Special Servicer as the sole or a material factor in such rating action; or


 


(x)          subject
to Section 10.16(c), any failure by the Special Servicer to deliver (a) any Exchange Act reporting items required to be
delivered by the Special Servicer to the Trustee or the Certificate Administrator under Article X by the time required
under Article X or (b) any Exchange Act reporting items that a primary servicer, sub-servicer or Servicing Function Participant
(such entity, the “Sub-Servicing Entity”) retained by the Special Servicer (but excluding any Mortgage Loan
Seller Sub-Servicer) is required to deliver (any Sub-Servicing Entity shall be terminated if it defaults in accordance with the
provision of this clause (viii).


 


then,
and in each and every such case, so long as a Special Servicer Termination Event shall not have been remedied, the Trustee may,
and at the written direction of (x) the Holders of at least 25% of the aggregate Voting Rights of all Certificates, (y) for so
long as no Control Termination Event has occurred and is continuing, the Directing Holder, or (z) the Depositor with respect to
clause (ii) above (to the extent such Special Servicer Termination Event relates to the obligations regarding Exchange Act reporting
contemplated by Article X) or clause (viii) above upon five (5) Business Days’ notice, shall, terminate all of the
rights and obligations of the Special Servicer (other than the rights to indemnification provided in Section 6.03(a) of
this Agreement and compensation provided in Section 3.12(c) of this Agreement). In the case of clause (vii) above, the
Trustee shall, upon actual knowledge by a Responsible Officer of such Special Servicer Termination Event, be required to notify
the Special Servicer and the Certificate Administrator, and the Certificate Administrator, upon receipt of such notice or upon
actual knowledge by a Responsible Officer of such Special Servicer Termination Event, shall notify the Certificateholders and
Serviced Companion Loan Noteholders of such Special Servicer Termination Event and request whether such Certificateholders and,
if applicable, the Serviced Companion Loan Noteholders favor such termination.


 


(c)          Notwithstanding
Section 7.01(a), (i) if any Master Servicer Termination Event occurs that affects a Serviced Companion Loan and the Master
Servicer is not otherwise terminated or (ii) if an NRSRO engaged to rate a Serviced Companion Loan Security qualifies, downgrades
or withdraws its rating of such Serviced Companion Loan Security, publicly citing servicing concerns with the Master Servicer
as the sole or a material factor in such rating action and that rating action is not withdrawn within 60 days, then the Trustee,
at the direction of the Companion Loan Noteholder, shall direct the Master Servicer to appoint a sub-servicer (or if a sub-servicer
is then sub-servicing such Serviced Whole Loan, to appoint a new sub-servicer to service such Serviced Whole Loan, but only if
such existing sub-servicer is in default after any applicable cure periods under the related sub-servicing agreement, and the
Master Servicer shall be permitted to terminate the sub-servicing agreement due to such default) with respect all of the rights
and obligations of the Master Servicer under this Agreement related to such Serviced Whole Loan. The Master Servicer shall appoint
a replacement sub-servicer with respect to such


 






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Serviced Whole Loan; provided, that such sub-servicer meets the eligibility
requirements of a successor master servicer under Section 7.02 (including receipt of a Rating Agency Confirmation relating
to the Certificates and Serviced Companion Loan Securities, if any) and the eligibility requirements of each Other Pooling and
Servicing Agreement.


 


(d)          Notwithstanding
Section 7.01(b), (i) if any Special Servicer Termination Event occurs that affects a Serviced Companion Loan and the Special
Servicer is not otherwise terminated or (ii) if an NRSRO engaged to rate a Serviced Companion Loan Security qualifies, downgrades
or withdraws its rating of such Serviced Companion Loan Security, publicly citing servicing concerns with the Special Servicer
as the sole or a material factor in such rating action and that rating action is not withdrawn within 60 days, then the Trustee,
at the direction of the Companion Loan Noteholder, shall terminate the Special Servicer with respect to the related Serviced Whole
Loan only, but no other Mortgage Loan.


 


(e)          If
the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee (the “Terminating
Party”) shall, by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated
Party”), terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and the proceeds
thereof, other than any rights the Terminated Party has to Excess Servicing Fees, any rights it has hereunder as a Certificateholder
and any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued
or owing to it under this Agreement, plus interest at the Reimbursement Rate on such amounts until received to the extent such
amounts bear interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right
to the benefits of Section 6.03 of this Agreement notwithstanding any such termination), and with respect to the Special
Servicer, the right to receive any Workout Fee subsequent to its termination as Special Servicer, pursuant to Section 3.12(c)
of this Agreement. No successor Special Servicer shall be entitled to such Workout Fee received by the terminated Special
Servicer. On or after the receipt by the Terminated Party of such written notice, all of its authority and power under this Agreement,
whether with respect to the Certificates (except that the Terminated Party shall retain its rights as a Certificateholder if and
to the extent that it is a Certificateholder), the Mortgage Loans, the Serviced Companion Loans or otherwise, shall pass to and
be vested in the Terminating Party pursuant to and under this Section and, without limitation, the Terminating Party is hereby
authorized and empowered to execute and deliver, on behalf of and at the expense of the Terminated Party, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate
to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage
Loans and related documents, or otherwise. The Master Servicer and the Special Servicer each agree in the event it is terminated
pursuant to this Section 7.01 to promptly (and in any event no later than ten Business Days subsequent to such notice)
provide, at its own expense, the Terminating Party with all documents and records requested by the Terminating Party to enable
the Terminating Party to assume its functions hereunder, and to cooperate with the Terminating Party and the successor to its
responsibilities hereunder in effecting the termination of its responsibilities and rights hereunder, including, without limitation,
the transfer to the successor Master Servicer or Special Servicer or the Terminating Party, as applicable, for administration
by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer or the Special Servicer
to the Collection Account, the applicable Serviced


 






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Whole Loan Collection Account, any REO Account, the Loss of Value Reserve Fund,
any Gain-on-Sale Reserve Account, Lock-Box Account or Cash Collateral Account or which shall thereafter be received with respect
to the Mortgage Loans, and shall promptly provide the Terminating Party or such successor Master Servicer or successor Special
Servicer (which may include the Trustee) all documents and records reasonably requested by it, such documents and records to be
provided in such form as the Terminating Party or such successor Master Servicer or Special Servicer shall reasonably request
(including electronic form), to enable it to assume the Master Servicer’s or Special Servicer’s function hereunder.
All reasonable costs and expenses of the Terminating Party (including the cost of obtaining a Rating Agency Confirmation and any
applicable indemnity) or the successor Master Servicer or successor Special Servicer incurred in connection with transferring
the Mortgage Files to the successor Master Servicer or Special Servicer and amending this Agreement to reflect such succession
as successor Master Servicer or successor Special Servicer pursuant to this Section 7.01 shall be paid by the predecessor
Master Servicer or the Special Servicer, as applicable, upon presentation of reasonable documentation of such costs and expenses.
If the predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the Terminating Party or the successor
Master Servicer or Special Servicer for such expenses within 90 days after the presentation of reasonable documentation, such
expense shall be reimbursed by the Trust Fund; provided that the Terminated Party shall not thereby be relieved of its
liability for such expenses. If and to the extent that the Terminated Party has not reimbursed such costs and expenses, the Terminating
Party shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust Fund.


 


In
no event shall the Trustee or the Certificate Administrator be deemed to have knowledge of, or be aware of, any Master Servicer
Termination Event or Special Servicer Termination Event until a Responsible Officer of the Trustee or the Certificate Administrator,
as the case may be, has received written notice thereof or has actual knowledge thereof.


 


No
removal or replacement of the Master Servicer or the Special Servicer as contemplated by this Agreement shall become effective
until (i) the Trustee or a successor Master Servicer or Special Servicer shall have assumed the resigning or terminated Master
Servicer’s or Special Servicer’s responsibilities, duties, liabilities and obligations hereunder, (ii) the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 10.09, (iii) any other information required under
Section 10.03 or Section 10.09 has been delivered to any applicable Other Depositor with respect to any related
Companion Loan, and (iv) as to any resignation, removal, succession, merger or consolidation of the Master Servicer or the Special
Servicer that would constitute a Reportable Event, upon at least 4 Business Days prior notice of the anticipated effective date
of such event, the Certificate Administrator and the Depositor shall cooperate in a timely manner with the Master Servicer, the
Special Servicer or any other Person pursuing such resignation, removal, succession, merger or consolidation, as applicable, in
connection with the Depositor’s or the Certificate Administrator’s obligation to file any related required Form 8-K
relating to this Trust on the anticipated effective date of such event.


 


Section
7.02      Trustee to Act; Appointment of Successor. Upon the receipt of a notice of termination
by the Master Servicer or the Special Servicer pursuant to Section 7.01 of this Agreement, the Terminating Party (subject
to Section 7.01(a) and Section 7.01(c)) shall be its successor, until a successor is appointed by the Directing
Holder as provided in this


 






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Section 7.02 or Section 3.22(b), as applicable, in all respects in its capacity as the
Master Servicer or the Special Servicer under this Agreement and the transactions set forth or provided for herein and, except
as provided herein, shall be subject to all the responsibilities, duties, limitations on liability and liabilities relating thereto
and arising thereafter placed on the Master Servicer or Special Servicer by the terms and provisions hereof, provided,
that (i) the Terminating Party shall have no responsibilities, duties, liabilities or obligations with respect to any act or omission
of the Master Servicer or Special Servicer and (ii) any failure to perform, or delay in performing, such duties or responsibilities
caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or monies
shall not be considered a termination event for such successor hereunder. The Trustee, as successor Master Servicer or successor
Special Servicer, shall be indemnified to the full extent provided to the Master Servicer or Special Servicer, as applicable,
under this Agreement prior to the Master Servicer’s or the Special Servicer’s termination. The appointment of a successor
Master Servicer or successor Special Servicer shall not affect any liability of the predecessor Master Servicer or Special Servicer
which may have arisen prior to its termination as the Master Servicer or the Special Servicer. The Terminating Party shall not
be liable for any of the representations and warranties of the Master Servicer or Special Servicer herein or in any related document
or agreement, for any acts or omissions of the predecessor Master Servicer or predecessor Special Servicer or for any losses incurred
in respect of any Permitted Investment by the Master Servicer pursuant to Section 3.07 hereunder nor shall the Trustee
be required to purchase any Mortgage Loan or any Serviced Companion Loan hereunder. As compensation therefor, the Terminating
Party as successor Master Servicer or successor Special Servicer shall be entitled to the Servicing Compensation or Special Servicing
Compensation, as applicable, and all funds relating to the Mortgage Loans or the Serviced Companion Loans that accrue after the
date of the Terminating Party’s succession to which such predecessor Master Servicer or Special Servicer would have been
entitled if such predecessor Master Servicer or Special Servicer, as applicable, had continued to act hereunder. If any Advances
made by the Master Servicer or the Trustee shall at any time be outstanding, or any amounts of interest thereon shall be accrued
and unpaid, all amounts available to repay Advances and interest hereunder shall be applied entirely to the Advances made by the
Trustee (and the accrued and unpaid interest thereon), until such Advances and interest shall have been repaid in full. Notwithstanding
the above, the Trustee may, if it shall be unwilling to so act, or shall if it is unable to so act or if the Holders of Certificates
entitled to (i) in the case of the Master Servicer, at least 25% of the aggregate Voting Rights (or, for so long as no Control
Termination Event has occurred and is continuing, the Directing Holder), or (ii) in the case of the Special Servicer, at least
25% of the aggregate Voting Rights (or, for so long as no Control Termination Event has occurred and is continuing, the Directing
Holder), so request in writing to the Trustee, or, with respect to a Serviced Whole Loan, if an affected Serviced Companion Loan
Noteholder so requests in writing to the Trustee, or if the Trustee is not an “approved” servicer by any of the Rating
Agencies for mortgage pools similar to the Trust Fund, promptly appoint, or petition a court of competent jurisdiction to appoint,
any established mortgage loan servicing institution that, for so long as no Control Termination Event has occurred and is continuing,
has been approved by the Directing Holder (which approval shall not be unreasonably withheld in the case of the appointment of
a successor Master Servicer) to act as the successor to the Master Servicer or Special Servicer, as applicable, hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or Special Servicer hereunder;
provided that the Trustee shall obtain a Rating Agency Confirmation with respect to the Certificates and any Serviced Companion
Loan


 






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Securities. No appointment of a successor to the Master Servicer or Special Servicer hereunder shall be effective until the
assumption by such successor of all the Master Servicer’s or Special Servicer’s responsibilities, duties and liabilities
hereunder, which appointment has been approved, if no Control Termination Event has occurred and is continuing, by the Directing
Holder, such approval not to be unreasonably withheld. Pending appointment of a successor to the Master Servicer (or the Special
Servicer if the Special Servicer is also the Master Servicer) hereunder, unless the Trustee shall be prohibited by law from so
acting, the Trustee shall act in such capacity as hereinabove provided. Pending the appointment of a successor to the Special
Servicer, the Trustee shall act in such capacity. In connection with such appointment and assumption described herein, the Trustee
may make such arrangements for the compensation of such successor out of payments on Mortgage Loans, Serviced Companion Loans
or otherwise as it and such successor shall agree; provided, that no such compensation shall be in excess of that permitted
to the Terminated Party hereunder, unless no successor to the Terminated Party can be obtained to perform the obligations of such
Terminated Party hereunder, in which case additional amounts shall be paid to such successor and such amounts in excess of that
permitted the Terminated Party shall be treated as Realized Losses. Any successor Special Servicer shall be subject to the rights
of the Directing Holder under Section 3.22(b) of this Agreement. The Depositor, the Trustee, the Master Servicer or Special
Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such
succession.


 


If
the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer,
it may reduce the Master Servicer’s Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation
as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint
a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02,
it may reduce the Master Servicer’s Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion
of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of this Section
7.02.


 


Section
7.03      Notification to Certificateholders and Other Persons. (a) Upon its receipt of
written notice of any termination pursuant to Section 7.01 above or appointment of a successor to the Master Servicer or
the Special Servicer, the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register, the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5
Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), the Operating Advisor, the Asset Representations
Reviewer and to each Serviced Companion Loan Noteholder at its address appearing in the Serviced Companion Loan Noteholder Register.


 


(b)          Within
30 days after the occurrence of any Servicer Termination Event (or any analogous servicer termination event under any Other Pooling
and Servicing Agreement relating to any Non-Serviced Whole Loan), Operating Advisor Termination Event or Asset Representations
Reviewer Termination Event of which a Responsible Officer of the Trustee has actual knowledge, the Trustee shall transmit by mail
to the Depositor, the Certificate Administrator (who shall then notify all Holders of Certificates), the 17g-5 Information Provider
(who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this
Agreement), and each Serviced Companion Loan Noteholder, notice of


 






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such Servicer Termination Event, Operating Advisor Termination
Event or Asset Representations Reviewer Termination Event, unless such Servicer Termination Event, Operating Advisor Termination
Event or Asset Representations Reviewer Termination Event shall have been cured or waived.


 


Section
7.04      Other Remedies of Trustee. During the continuance of any Servicer Termination
Event, so long as the Servicer Termination Event shall not have been remedied, the Trustee, in addition to the rights specified
in Section 7.01 of this Agreement, shall have the right, in its own name as Trustee of an express trust, to take all actions
now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and
enforce the rights and remedies, of the Certificateholders and, in the case of any Serviced Companion Loan, of the related Serviced
Companion Loan Noteholders (including the institution and prosecution of all judicial, administrative and other proceedings and
the filing of proofs of claim and debt in connection therewith). In such event, the legal fees, expenses and costs of such action
and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund (and, in the case of any Serviced
Whole Loan, such amounts shall be allocated in accordance with the expense allocation provision of the related Intercreditor Agreement).
Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other
remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise
any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Servicer Termination Event.


 


Section
7.05      Waiver of Past Servicer Termination Events and Operating Advisor Termination Events;
Termination. The Holders of Certificates evidencing not less than 66-2/3% of the aggregate Voting Rights of the Certificates
may, together with each affected Serviced Companion Loan Noteholder (to the extent they are adversely affected by such Servicer
Termination Event or Operating Advisor Termination Event, as applicable), on behalf of all Holders of Certificates waive any termination
event (within 20 days of the receipt of notice from the Certificate Administrator of the occurrence of such termination event)
with respect to the Master Servicer, the Special Servicer or the Operating Advisor in the performance of its obligations hereunder
and its consequences, except a termination event with respect to making any required deposits (including, with respect to the
Master Servicer, P&I Advances) to or payments from the Collection Account, any Serviced Whole Loan Collection Account or the
Lower-Tier Distribution Account, or in remitting payments as received, in each case in accordance with this Agreement. Upon any
such waiver of a past termination event, such termination event shall cease to exist, and any Servicer Termination Event or Operating
Advisor Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such
waiver shall extend to any subsequent or other termination event or impair any right consequent thereon. Notwithstanding the foregoing,
a Master Servicer Termination Event under Section 7.01(a)(ii) (to the extent such Master Servicer Termination Event relates
to the obligations regarding Exchange Act reporting contemplated by Article X) or Section 7.01(a)(x) or a Special
Servicer Termination Event under Section 7.01(b)(ii) (to the extent such Special Servicer Termination Event relates to
the obligations regarding Exchange Act reporting contemplated by Article X) or Section 7.01(b)(x) of this Agreement
may be waived only with the consent of the Depositor and each affected Other Depositor.


 






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Section
7.06 Trustee as Maker of Advances. If the Master Servicer fails to fulfill its obligations hereunder to make any Advances
and such failure remains uncured, the Trustee shall perform such obligations (x) within five Business Days of the Master Servicer
Termination Event resulting from such failure by the Master Servicer with respect to Servicing Advances to the extent a Responsible
Officer of the Trustee has actual knowledge of such failure with respect to such Servicing Advances and (y) by 12:00 noon (New
York City time) on the related Distribution Date with respect to P&I Advances pursuant to the Trustee’s receipt of notice
of failure pursuant to Section 4.07(a) of this Agreement unless the Trustee has received notice that such failure has been
cured by 11:00 a.m. on such Distribution Date. With respect to any such Advance made by the Trustee, the Trustee shall succeed
to all of the Master Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s
rights of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance
is a Nonrecoverable Advance (without regard to any impairment of any such rights of reimbursement caused by the Master Servicer’s
failure to perform its obligations hereunder); provided, that if Advances made by the Trustee and the Master Servicer shall
at any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such Advances
and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such Advances shall
have been repaid in full, together with all interest accrued thereon, prior to reimbursement of the Master Servicer for such Advances.
The Trustee shall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable Advance or any determination
of nonrecoverability in connection therewith by the Master Servicer hereunder.


 


Section
7.07 Termination of the Operating Advisor. (a) An “Operating Advisor Termination Event” means any
one of the following events whether any such event shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:


 


(i)            any
failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of its representations or warranties under this Agreement, which failure shall continue unremedied for a period of 30 days
after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Operating
Advisor by any party hereto or to the Operating Advisor, the Certificate Administrator and the Trustee by the Holders of Certificates
having greater than 25% of the aggregate Voting Rights; provided, that with respect to any such failure which is not curable
within such 30-day period, the Operating Advisor shall have an additional cure period of thirty (30) days to effect such cure
so long as it has commenced to cure such failure within the initial 30-day period and has provided the Trustee and the Certificate
Administrator with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to pursue, such
cure;


 


(ii)           any
failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure shall continue unremedied
for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, is given in
writing to the Operating Advisor by any party to this Agreement;


 


(iii)          any
failure by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period of
30 days after the date on which


 






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written
notice of such failure, requiring the same to be remedied, is given in writing to the Operating Advisor by any party to this Agreement;


 


(iv)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Operating Advisor, and such decree or order shall
have remained in force undischarged or unstayed for a period of 60 days;


 


(v)           the
Operating Advisor shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee in any
insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating
to the Operating Advisor or of or relating to all or substantially all of its property; or


 


(vi)          the
Operating Advisor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations.


 


Upon
receipt by the Certificate Administrator of notice of the occurrence of any Operating Advisor Termination Event, the Certificate
Administrator shall promptly provide written notice to all Certificateholders by posting such notice on the Certificate Administrator’s
Website and by mail, unless the Certificate Administrator has received notice that it has been remedied. If an Operating Advisor
Termination Event has occurred then, and in each and every such case, so long as such Operating Advisor Termination Event shall
not have been remedied, either (i) the Trustee may or (ii) upon the written direction of holders of Certificates evidencing not
less than 25% of the Voting Rights of each Class of Regular Certificates, the Trustee shall, terminate all of the rights and obligations
of the Operating Advisor under this Agreement, other than rights and obligations accrued prior to such termination, including
the right to receive all amounts accrued and owing to it under this Agreement, and other than indemnification rights (arising
out of events occurring prior to such termination), by notice in writing to the Operating Advisor; provided that no such
termination shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations of
the Operating Advisor under this Agreement. Notwithstanding anything herein to the contrary, the Depositor shall have the right,
but not the obligation, to notify the Certificate Administrator and the Trustee of any Operating Advisor Termination Event of
which the Depositor has actual knowledge.


 


The
holders of Voting Rights representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Certificate Administrator
of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event,
such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.
Upon any such waiver of an Operating Advisor Termination Event by Certificateholders, the Trustee and the Certificate Administrator
shall be entitled to recover all costs and expenses


 






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incurred
by it in connection with enforcement action taken with respect to such Operating Advisor Termination Event prior to such waiver
from the Trust.


 


(b)           Upon
(i) the written direction of holders of Certificates evidencing not less than 15% of the aggregate Voting Rights requesting a
vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor that is an Eligible Operating
Advisor and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by
the Certificate Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide
written notice thereof to the Operating Advisor and to all Certificateholders by (i) posting such notice on the Certificate Administrator’s
Website and (ii) mail at their addresses appearing in the Certificate Register. Upon the written direction of Holders of Certificates
evidencing more than 50% of the Voting Rights that exercise their right to vote (provided that Holders of at least 50%
of the Voting Rights exercise their right to vote), the Trustee shall terminate all of the rights and obligations of the Operating
Advisor with respect to the Mortgage Loans under this Agreement (other than rights and obligations accrued prior to such termination
including the right to receive all amounts accrued and owing to it under this Agreement and other than indemnification rights
arising out of events occurring prior to such termination) by written notice to the Operating Advisor, and the proposed successor
operating advisor will be appointed. The provisions set forth in the foregoing sentences of this Section 7.07(b) shall
be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between each other. The Operating
Advisor shall not have any cause of action based upon or arising from any breach or alleged breach of such provisions other than
may arise, as a result of the failure to comply with the above described voting procedures. As between the Operating Advisor,
on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to
vote for the termination or not vote for the termination of the Operating Advisor.


 


(c)           On
or after the receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of its authority
and power under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor shall execute any
and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary or appropriate to
effect the purposes of such notice of termination. As soon as practicable, but in no event later than 15 Business Days after (1)
the Operating Advisor resigns pursuant to Section 6.04(a) of this Agreement or (2) the Certificate Administrator delivers
such written notice of termination to the Operating Advisor, the Trustee shall upon the written direction of Holders of Certificates
evidencing not less than 25% of the Voting Rights of each Class of Certificates appoint a successor Operating Advisor that is
an Eligible Operating Advisor, which successor Operating Advisor may be an Affiliate of the Trustee and shall be the proposed
Operating Advisor in the case of a termination pursuant to Section 7.07(b) of this Agreement; provided, that if the Trustee
is acting as the successor Master Servicer or successor Special Servicer, neither the Trustee nor any of its Affiliates shall
be the successor Operating Advisor. The Trustee shall provide written notice of the appointment of a successor Operating Advisor
to the Master Servicer, the Special Servicer and the Certificate Administrator (and the Certificate Administrator shall promptly
provide such notice to the Directing Holder, each Serviced Companion Loan Noteholder and each Certificateholder) within one Business
Day of such appointment. The Operating Advisor shall not at any time be the Depositor, the Master Servicer, the Special Servicer,
a Mortgage Loan Seller, an Other Depositor, an Other Servicer, an


 






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Other
Special Servicer or an Affiliate of any of them. If any of such entities becomes the Operating Advisor, including by means of
an Affiliation arising after the date hereof, the Operating Advisor shall immediately resign or cause an assignment under Section
6.04 of this Agreement and the Trustee shall upon the written direction of Holders of Certificates evidencing not less than
25% of the Voting Rights of each Class of Certificates appoint a successor Operating Advisor subject to and in accordance with
this Section 7.07(c), which successor Operating Advisor may be an Affiliate of the Trustee.


 


(d)           Upon
any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee shall, as soon as
possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator, the Depositor,
the Certificateholders, any Serviced Companion Loan Noteholder, the 17g-5 Information Provider (who shall promptly post such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) and, if no Consultation
Termination Event has occurred and is continuing, the Directing Holder. If the Operating Advisor is terminated, all of its rights
and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such
termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination).


 


Article
VIII



CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR


 


Section
8.01 Duties of Trustee and Certificate Administrator. (a) Each of the Trustee and the Certificate Administrator undertakes
to perform such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Trustee
shall be construed as a duty. During the continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee
has actual knowledge, the Trustee, subject to the provisions of Section 7.02 and 7.05 of this Agreement shall exercise
such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as
a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


 


(b)           The
Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator, as the case may be, which are specifically
required to be furnished to the Trustee or the Certificate Administrator pursuant to any provision of this Agreement (other than
the Mortgage Files, the review of which is specifically governed in Article II, any CREFC® reports, and any information
delivered for posting to the Certificate Administrator’s Website), shall examine them to determine whether they conform
on their face to the requirements of this Agreement; provided, that, the Trustee or the Certificate Administrator, as applicable,
shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document,
order or other instrument provided to it hereunder. If any such instrument is found not to conform on its face to the requirements
of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, shall request the provider
of such instrument to have the instrument


 






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corrected,
and if the instrument is not corrected to such Trustee’s or such Certificate Administrator’s reasonable satisfaction,
such Trustee or such Certificate Administrator will provide notice thereof to the Certificateholders.


 


(c)           None
of the Trustee, the Certificate Administrator or any of their officers, directors, employees, agents or “control”
persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided
that, subject to Section 8.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee,
the Certificate Administrator or any such person, from liability for its own negligent action, its own negligent failure to act
or its own willful misconduct or its own bad faith; and provided, further, that:


 


(i)            The
Trustee’s and the Certificate Administrator’s duties and obligations shall be determined solely by the express provisions
of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties
and obligations as are specifically set forth in regard to such party in this Agreement, no implied covenants or obligations shall
be read into this Agreement against the Trustee or the Certificate Administrator and, in the absence of bad faith on the part
of the Trustee or the Certificate Administrator, as the case may be, the Trustee and the Certificate Administrator may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any resolutions, certificates,
statements, reports, opinions, documents, orders or other instruments furnished to the Trustee or the Certificate Administrator,
as the case may be, that conform on their face to the requirements of this Agreement to the extent set forth herein without responsibility
for investigating the contents thereof;


 


(ii)           Reserved;


 


(iii)          Neither
the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 25% of the
Percentage Interests (or such other higher or lower percentage as is specified herein) of each affected Class, or of the aggregate
Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available
to the Trustee or the Certificate Administrator, as the case may be, or exercising any trust or power conferred upon the Trustee
or the Certificate Administrator, as the case may be, under this Agreement;


 


(iv)          Neither
the Trustee nor the Certificate Administrator nor any of their directors, officers, employees, agents or control persons shall
be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not an Affiliate of the
Trustee or Certificate Administrator, respectively, and that is selected other than by the Trustee or Certificate Administrator,
respectively, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer,
the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any other Person, including,
without limitation, in connection with actions taken pursuant to this Agreement;


 






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(v)           Neither
the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action
which is not incidental to its respective duties as Trustee or Certificate Administrator in accordance with this Agreement (and,
if it does, all legal expenses and costs of such action shall be expenses and costs of the Trust Fund (and, in the case of any
Whole Loan, any such costs and expenses shall be allocated in accordance with the allocation provisions of the related Intercreditor
Agreement), and the Trustee or the Certificate Administrator, as applicable, shall be entitled, as provided in Section 3.06
hereof, to be reimbursed therefor from amounts on deposit in the Collection Account (and with respect to any Serviced Whole
Loan, the related Serviced Whole Loan Collection Account) or the Distribution Account and identified on the Trust Ledger, unless
such legal action arises out of the negligence or bad faith of the Trustee or Certificate Administrator, as applicable, or any
breach of a representation or warranty of the Trustee or Certificate Administrator, as applicable, contained herein; and


 


(vi)          Neither
the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of any Person
upon the occurrence of which the Trustee or Certificate Administrator, as applicable, may be required to act, unless a Responsible
Officer of the Trustee or Certificate Administrator, as applicable, obtains actual knowledge of such act, failure or breach. Neither
the Trustee nor the Certificate Administrator shall be deemed to have actual knowledge of the Master Servicer’s or the Special
Servicer’s failure to provide scheduled reports, certificates and statements when and as required to be delivered to the
Trustee or Certificate Administrator, as applicable, pursuant to this Agreement.


 


None
of the provisions contained in this Agreement shall require either the Trustee, in its capacity as Trustee or the Certificate
Administrator, in its capacity as Certificate Administrator, to expend or risk its own funds, or otherwise incur financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if in the opinion of the
Trustee or the Certificate Administrator, as the case may be, the repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require
the Trustee or the Certificate Administrator, as the case may be, to perform, or be responsible for the manner of performance
of, any of the obligations of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer
under this Agreement, except, in the case of the Trustee, during such time, if any, as the Trustee shall be the successor to,
and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with
the terms of this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond
of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate
Administrator shall be liable for any loss on any investment of funds pursuant to this Agreement. Notwithstanding any other provision
hereof, when acting as the Master Servicer hereunder, the Trustee shall comply with the Servicing Standard.


 






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Section
8.02 Certain Matters Affecting the Trustee and the Certificate Administrator. (a) Except as otherwise provided in Section
8.01 of this Agreement:


 


(i)            The
Trustee and the Certificate Administrator may request and/or conclusively rely upon and shall be protected in acting or refraining
from acting upon any resolution, Officer’s Certificate, direction of the Depositor, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document
reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties and neither the Trustee
nor the Certificate Administrator shall have any responsibility to ascertain or confirm the genuineness of any such party or parties;


 


(ii)           Each
of the Trustee and the Certificate Administrator may consult with counsel and the written advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with the written advice of such counsel or such Opinion of Counsel;


 


(iii)          (A)
Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested
in it by this Agreement or to make any investigation of matters arising hereunder or institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as the case
may be, security or indemnity reasonably satisfactory to the Trustee or the Certificate Administrator, as the case may be, against
the costs, expenses and liabilities which may be incurred therein or thereby, provided that nothing contained herein shall
relieve the Trustee of the obligations, upon the occurrence of a Servicer Termination Event (which has not been cured or waived)
of which a Responsible Officer of the Trustee has actual knowledge, to exercise such of the rights and powers vested in it by
this Agreement, and to use the same degree of care and skill in their exercise, as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs; and (B) the right of the Trustee and the Certificate Administrator
to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee or the Certificate
Administrator, as the case may be, shall not be answerable for other than its own negligence or willful misconduct or bad faith
in the performance of any such act;


 


(iv)          None
of the Trustee, the Certificate Administrator or any of their directors, officers, employees, Affiliates, agents or “control”
persons within the meaning of the Act shall be personally liable (A) for an error of judgment made in good faith by a Responsible
Officer of the Trustee or the Certificate Administrator, as the case may be, unless it shall be proved that the Trustee or the
Certificate Administrator, as the case may be, was negligent in ascertaining the pertinent facts or (B) for any action taken,
suffered or omitted by it in good faith and reasonably believed by the Trustee or the Certificate Administrator, as the case may
be, to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 






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(v)           Neither
the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper
or document, unless requested in writing to do so by Holders of Certificates entitled to greater than 25% (or such other percentage
as is specified herein) of the Percentage Interests of each affected Class; provided, that if the payment within a reasonable
time to the Trustee or the Certificate Administrator, as the case may be, of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, as the case may
be, not reasonably assured to the Trustee or the Certificate Administrator, as the case may be, by the security afforded to it
by the terms of this Agreement, the Trustee or the Certificate Administrator, as the case may be, may require indemnity reasonably
satisfactory to it from such requesting Holders against such cost, expense or liability as a condition to taking any such action.
The reasonable expense of every such investigation shall be paid by the Master Servicer, the Special Servicer or the Operating
Advisor, as applicable, if a Servicer Termination Event or Operating Advisor Termination Event shall have occurred and be continuing
relating to the Master Servicer, the Special Servicer or the Operating Advisor, respectively, and otherwise by the Certificateholders
requesting the investigation;


 


(vi)          The
Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder and the Trustee and the Certificate
Administrator may perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys but
shall not be relieved of the obligations hereunder; provided, that the Trustee or the Certificate Administrator, as the
case may be, may not perform any duties hereunder through any Person that is a Prohibited Party;


 


(vii)         Other
than in the case of actual fraud (as determined by a non-appealable final court order), in no event shall the Trustee or the Certificate
Administrator, as applicable, be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever
(including, but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable, has been advised
of the likelihood of such loss or damage and regardless of the form of action;


 


(viii)        In
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided, that such failure or delay is not also a result of its
own negligence, bad faith or willful misconduct;


 


(ix)          Except
as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder
will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated
to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity
hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations performed
in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank, National Association,
or where the groups or divisions responsible for performing the obligations in such capacities have one or more of the same


 






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Responsible
Officers, provided in any event, however, the knowledge of employees performing special servicing functions shall not be
imputed to employees performing master servicing functions, and the knowledge of employees performing master servicing functions
shall not be imputed to employees performing special servicing functions;


 


(x)            Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 


(xi)           Nothing
herein shall be construed as an obligation of the parties to this Agreement to advise the Certificateholders with respect to their
rights and protections relative to the Trust.


 


(b)           Following
the Startup Day, the Trustee and the Certificate Administrator shall not, except as expressly required by any provision of this
Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator shall have
received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such contribution) to
the effect that the inclusion of such assets in the Trust Fund will not cause an Adverse REMIC Event.


 


(c)           All
rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee and the Certificate Administrator,
may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial or other proceeding
relating thereto, and any such suit, action or proceeding instituted by the Trustee and the Certificate Administrator shall be
brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.


 


(d)           Neither
the Trustee nor the Certificate Administrator shall have a duty to conduct any affirmative investigation as to the occurrence
of any condition requiring the repurchase of any Mortgage Loan by any Mortgage Loan Seller pursuant to this Agreement or the eligibility
of any Mortgage Loan for purposes of this Agreement.


 


(e)           Each
of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities
afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider, Paying Agent and Authenticating Agent).


 


(f)            In
order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the
Certificate Administrator and the Trustee, as the case may be, are required to obtain, verify and record certain information relating
to individuals and entities that maintain a business relationship with the Certificate Administrator or the Trustee. Accordingly,
each of the parties hereto agrees to provide to the Certificate Administrator and the Trustee, upon its respective request from
time to time, such identifying information and documentation as may be available for such party in order to enable the Certificate
Administrator and the Trustee to comply with Applicable Law.


 






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Section
8.03 Trustee and Certificate Administrator Not Liable for Certificates or Mortgage Loans. The recitals contained
herein and in the Certificates shall not be taken as the statements of the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer, the Master Servicer, or the Special Servicer and the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer assume no responsibility
for their correctness. The Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Master Servicer and the Special Servicer make no representations or warranties as to the validity or sufficiency of this Agreement,
of the Certificates or any offering document used to offer the Certificates for sale or the validity, enforceability or sufficiency
of any Mortgage Loan, or related document. Neither the Trustee nor the Certificate Administrator shall at any time have any responsibility
or liability for or with respect to the legality, validity and enforceability of any Mortgage, any Mortgage Loan, or the perfection
and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect to the sufficiency
of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders under this Agreement. Without
limiting the foregoing, neither the Trustee nor the Certificate Administrator shall be liable or responsible for: (i) the existence,
condition and ownership of any Mortgaged Property; (ii) the existence of any hazard or other insurance thereon (other than if
the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement)
or the enforceability thereof; (iii) the existence of any Mortgage Loan or the contents of the related Mortgage File on any computer
or other record thereof (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant
to Section 7.02 of this Agreement); (iv) the validity of the assignment of any Mortgage Loan to the Trust Fund or of any
intervening assignment; (v) the completeness of any Mortgage File; the performance or enforcement of any Mortgage Loan (other
than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of
this Agreement); (vi) the compliance by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the
Asset Representations Reviewer with any warranty or representation made under this Agreement or in any related document or the
accuracy of any such warranty or representation prior to the Trustee’s receipt of written notice or other discovery of any
non-compliance therewith or any breach thereof; (vii) any investment of monies by or at the direction of the Master Servicer or
any loss resulting therefrom, the acts or omissions of any of the Depositor, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer (other than if the Trustee shall assume the duties
of the Certificate Administrator, the Master Servicer or Special Servicer pursuant to Section 7.02 of this Agreement) or
any sub-servicer or any Borrower; any action of the Master Servicer or Special Servicer (other than if the Trustee shall assume
the duties of the Master Servicer or Special Servicer pursuant to Section 7.02 of this Agreement) or any sub-servicer taken
in the name of the Trustee, except to the extent such action is taken at the express written direction of the Trustee; (viii)
the failure of the Master Servicer or the Special Servicer or any sub-servicer to act or perform any duties required of them on
behalf of the Trust Fund or the Trustee hereunder; or (ix) any action by or omission of the Trustee or the Certificate Administrator
taken at the instruction of the Master Servicer or the Special Servicer (other than if the Trustee shall assume the duties of
the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement) unless the taking of such action
is not permitted by the express terms of this Agreement; provided, that the foregoing shall not relieve the Trustee or
the Certificate Administrator of their respective obligations to perform their duties as specifically set


 






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forth
in this Agreement. The Trustee or the Certificate Administrator shall not be accountable for the use or application by the Depositor,
the Certificate Administrator (in the case of the Trustee only), the Trustee (in the case of the Certificate Administrator only),
the Master Servicer or the Special Servicer of any of the Certificates or of the proceeds of such Certificates, or for the use
or application of any funds paid to the Depositor, the Certificate Administrator (in the case of the Trustee only), the Trustee
(in the case of the Certificate Administrator only), the Master Servicer or the Special Servicer in respect of the assignment
of the Mortgage Loans or deposited in or withdrawn from the Collection Accounts, any Serviced Whole Loan Collection Account, the
Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Lock-Box Account, the Cash Collateral Account, the Reserve
Accounts, the Interest Reserve Account, any REO Account or any Gain-on-Sale Reserve Account or any other account maintained by
or on behalf of the Certificate Administrator, the Master Servicer or the Special Servicer, other than any funds held by the Trustee
or the Certificate Administrator. Neither the Trustee nor the Certificate Administrator shall have any responsibility for filing
any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of
any security interest or lien granted to it hereunder (unless the Trustee shall have become the successor Master Servicer) or
to record this Agreement. In making any calculation hereunder which includes as a component thereof the payment or distribution
of interest for a stated period at a stated rate “to the extent permitted by applicable law,” the Trustee or the Certificate
Administrator, as the case may be, shall assume that such payment is so permitted unless a Responsible Officer of the Trustee
or the Certificate Administrator, as the case may be, has actual knowledge, or receives an Opinion of Counsel (at the expense
of the Person asserting the impermissibility) to the effect, that such payment is not permitted by applicable law. The Depositor
is not obligated to monitor or supervise the performance of the Trustee or the Certificate Administrator under this Agreement
or otherwise.


 


Section
8.04 Trustee and Certificate Administrator May Own Certificates. The Trustee, the Certificate Administrator and any
agent of the Trustee or the Certificate Administrator in its individual capacity or any other capacity may become the owner or
pledgee of Certificates, and may deal with the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the
Special Servicer, the Initial Purchasers and the Underwriters in banking transactions, with the same rights it would have if it
were not Trustee, Certificate Administrator or such agent, as the case may be.


 


Section
8.05 Payment of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification. (a) On each
Distribution Date, prior to the distribution of amounts to the Certificateholders, the Certificate Administrator shall be entitled
to withdraw and pay the Trustee and itself its respective portion of the Certificate Administrator/Trustee Fee, as reasonable
compensation from amounts remitted to the Lower-Tier Distribution Account (which shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust), for all services rendered in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties of the Trustee and the Certificate Administrator at
the Certificate Administrator/Trustee Fee Rate. The Trustee’s fee shall be paid as a portion of the Certificate Administrator/Trustee
Fee.


 


(b)           If
the Trustee assumes the servicing responsibilities of the Master Servicer or the Special Servicer hereunder pursuant to or otherwise
arising from the resignation or


 






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removal
of the Master Servicer or the Special Servicer, the Trustee shall be entitled to the compensation to which the Master Servicer
or the Special Servicer, as the case may be, would have been entitled (other than the rights of the Special Servicer to receive
any Workout Fee specified in Section 3.12(c) of this Agreement if the Special Servicer is terminated).


 


(c)           The
Trustee, the Custodian and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee, the Custodian or the Certificate Administrator
pursuant to and in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses
and disbursements of its counsel and of all persons not regularly in its employ), which the Certificate Administrator will be
entitled to withdraw from the Distribution Accounts prior to the distribution to Certificateholders to the extent set forth herein
and to the extent such payments are “unanticipated expenses incurred by the REMIC” within the meaning of Treasury
Regulations Section 1.860G-1(b)(iii) except any such expense, disbursement or advance as may arise from its negligence, willful
misconduct or bad faith; provided, that, subject to the last paragraph of Section 8.01 and Section 8.02(a)(iii)
of this Agreement, the Trustee, the Custodian or the Certificate Administrator shall not refuse to perform any of their respective
duties hereunder solely as a result of the failure to be paid their respective portion of the Certificate Administrator/Trustee
Fee, or the Trustee’s, Custodian’s or Certificate Administrator’s previously-incurred expenses, as applicable.
The term “unanticipated expenses incurred by the REMIC” shall include any fees, expenses and disbursement of any separate
Trustee or co-Trustee appointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably anticipated
as of the Closing Date and are attributable to the Lower-Tier REMIC or the Upper-Tier REMIC and the losses, liabilities, damages,
claims or expenses (including reasonable attorneys’ fees) incurred or advanced by an Indemnified Party in connection with
any litigation arising out of this Agreement attributable to the Lower-Tier REMIC, the Upper-Tier REMIC or the Grantor Trust,
including, without limitation, under Section 2.03, Section 3.10, the third paragraph of Section 3.11, Section
4.05 and Section 7.01 of this Agreement.


 


The
Master Servicer and the Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable expenses, disbursements
and advances incurred or made by the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer
or the Special Servicer, respectively, hereunder, pursuant to or otherwise arising from the resignation or removal of the Master
Servicer or Special Servicer (except in the case of removal of the Special Servicer without cause), as applicable, in accordance
with any of the provisions of this Agreement (and including the reasonable fees and expenses and disbursements of its counsel
and all other persons not regularly in its employ), except any such expense, disbursement or advance as may arise from the negligence,
willful misconduct or bad faith of the Trustee.


 


(d)           Each
of the Certificate Administrator, the Custodian, the Paying Agent, the Trustee, the Depositor, the Master Servicer and the Special
Servicer (each, for purposes of this Section 8.05(d), an “Indemnifying Party”) shall (severally and
not jointly) indemnify the Trustee (both in its capacity as Trustee and individually), the Asset Representations Reviewer and
the Certificate Administrator (in its capacity as Certificate Administrator, Custodian, Paying Agent and individually) and each
of their Affiliates and each of the partners, shareholders,


 






    -403- 


     


    

 


members,
managers, directors, officers, employees, representatives and agents of the Trustee and the Certificate Administrator and each
of their Affiliates (each, for purposes of this Section 8.05(d), an “Indemnified Party”), and hold each
of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement
(including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or
proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise)
resulting from each such Indemnifying Party’s respective willful misconduct, bad faith, fraud or negligence in the performance
of each of its respective duties hereunder or by reason of negligent disregard of its respective obligations and duties hereunder
(including in the case of the Master Servicer, any agent of the Master Servicer or sub-servicer).


 


The
Trust Fund shall indemnify each Indemnified Party and the Custodian from, and hold it harmless against, any and all losses, liabilities,
damages, penalties, fines, forfeitures, judgments, claims or unanticipated expenses (including, without limitation, reasonable
fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party
and the Indemnified Party or between the Indemnified Party and any third party or otherwise) arising in respect of this Agreement,
the Mortgage Loans or the Certificates other than (i) resulting from the willful misconduct, bad faith, fraud or negligence of
the Indemnified Party or the Custodian, as applicable, in the performance of its obligations and duties under this Agreement,
(ii) by reason of its negligent disregard of those obligations or duties, or as may arise from a breach of any representation
or warranty of the Indemnified Party or the Custodian, as applicable, made in this Agreement and (iii) as to which such Indemnified
Party or the Custodian, as applicable, is entitled to indemnification pursuant to this Section 8.05(d). The right of reimbursement
of the Indemnified Parties under this Section 8.05(d) shall be senior to the rights of all Certificateholders.


 


For
the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the issuing entity or
a party to this Agreement is required to indemnify another party to this Agreement for costs, fees and expenses, such costs, fees
and expenses are intended to include costs (including, but not limited to, reasonable attorney’s fees and expenses) of the
enforcement of such indemnity.


 


(e)           Notwithstanding
anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this Agreement or the resignation,
removal or termination of the Trustee or the Certificate Administrator, as the case may be, regarding rights accrued prior to
such resignation, removal or termination and (with respect to any acts or omissions during its respective tenures) the resignation,
removal or termination of the Master Servicer, the Special Servicer, the Paying Agent, the Certificate Administrator, the Certificate
Registrar or the Custodian.


 


(f)            This
Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation, expenses,
disbursements, advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law or environmental
matter.


 






    -404- 


     


    

 


(g)           Each
of the Certificate Administrator, the Custodian, the Paying Agent and the Trustee (in each case with respect to itself only, for
purposes of this Section 8.05(g), an “Indemnifying Party”) shall (severally and not jointly) indemnify
the Trust Fund, the Depositor, the Master Servicer, the Special Servicer and each other, and each of their respective Affiliates
and each of the partners, shareholders, members, managers, directors, officers, employees, representatives and agents of the Master
Servicer and the Special Servicer and their respective Affiliates (each, for purposes of this Section 8.05(g), an “Indemnified
Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain
in connection with this Agreement (including, without limitation reasonable fees and disbursements of counsel incurred by the
Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified
Party and any third party or otherwise) resulting from the applicable Indemnifying Party’s willful misconduct, bad faith,
fraud or negligence in the performance of its duties hereunder or by reason of negligent disregard of its obligations and duties
hereunder.


 


(h)           The
Certificate Administrator (for purposes of this Section 8.05(h), the “Indemnifying Party”) shall, solely
in its capacity as the 17g-5 Information Provider, indemnify each Mortgage Loan Seller and Deutsche Bank Securities Inc. (each,
for purposes of this Section 8.05(h), an “Indemnified Party”), and hold each of them harmless against
any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any
other costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement (including, without limitation
reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying
Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) related to (i) the applicable
Indemnifying Party’s willful misconduct, bad faith, fraud or negligence in the performance of its duties hereunder or by
reason of negligent disregard of its obligations and duties hereunder or (ii) a determination by any Rating Agency that it cannot
reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to
the extent caused by any such willful misconduct, bad faith, fraud or negligence in the performance of its duties hereunder or
by reason of negligent disregard referred to in clause (i) above by the Indemnifying Party.


 


(i)            Each
of the Certificate Administrator, the Custodian, the Paying Agent, the Authenticating Agent, the Certificate Registrar and the
Trustee (in each case with respect to itself only, for purposes of this Section 8.05(i), an “Indemnifying Party”)
shall (severally and not jointly) indemnify the Trust Fund, the Depositor and the Retaining Sponsor and each other, and each of
their respective Affiliates and each of the partners, shareholders, members, managers, directors, officers, employees, representatives
and agents of the Depositor and the Retaining Sponsor and their respective Affiliates (each, for purposes of this Section 8.05(i),
an “Indemnified Party”), and hold each of them harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses (including, without
limitation reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between
the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) that the Indemnified
Party may sustain as a result of or relating to a violation of the Exchange Act or Risk Retention Rule if such violation, in whole
or in part, arises out of or


 






    -405- 


     


    

 


results
from the applicable Indemnifying Party’s willful misconduct, bad faith, fraud or negligence in the performance of its duties
or by reason of negligent disregard of its obligations and duties, in each case, as set forth under Section 5.01(j) and
5.02(c)(vi) of this Agreement.


 


Section
8.06 Eligibility Requirements for Trustee and Certificate Administrator. The Trustee and Certificate Administrator hereunder
shall at all times:


 


(i)            be
a corporation, national bank, national banking association or a trust company organized and doing business under the laws of any
state or the United States of America,


 


(ii)           be
authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement,


 


(iii)          have
a combined capital and surplus of at least $100,000,000,


 


(iv)          be
subject to supervision or examination by federal or state authority and, solely in the case of the Trustee, shall not be an Affiliate
of the Master Servicer or the Special Servicer (except, in the case of the Trustee, during any period when the Trustee has assumed
the duties of the Master Servicer or Special Servicer, as the case may be, pursuant to Section 7.02 of this Agreement),


 


(v)           not
be a Prohibited Party,


 


(vi)          be
an institution insured by the Federal Deposit Insurance Corporation, and


 


(vii)         have
a rating on its long-term senior unsecured debt of at least “A” by Fitch, “BBB+” by S&P and “A”
by DBRS; provided that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements
as long as (a) it has a rating on its long-term unsecured debt of at least “A-” by Fitch and “A(low)”
by DBRS, (b) it has a rating on its short-term debt obligations of at least “F1” by Fitch and “A-2” by
S&P, and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A+” by Fitch
and “A” by DBRS; provided, further that if any such institution is not rated by DBRS, such institution
maintains an equivalent (or higher) rating by any two other NRSROs or such other rating with respect to which the Rating Agencies
have provided a Rating Agency Confirmation.


 


Notwithstanding
the foregoing, if the Trustee or the Certificate Administrator meets the provisions of clauses (i) through (iii), (v) and (vi)
above, but does not meet the provisions of clause (iv) above, the Trustee or the Certificate Administrator, as the case may be,
shall be deemed to meet the provisions of such clause (iv) if it appoints a fiscal agent as a back-up liquidity provider, provided
that such fiscal agent meets the provisions of clauses (i) through (vi) above and shall have assumed in writing all obligations
of the Trustee or the Certificate Administrator, as the case may be, to make Advances under this Agreement as and when required
of the Trustee or the Certificate Administrator, as the case may be. If a corporation or association publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes
of this Section the combined capital and surplus of such corporation shall be deemed to be its combined


 






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capital
and surplus as set forth in its most recent report of condition so published. If the place of business from which the Trustee
administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of any Trust
REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee shall elect either to (i) resign
immediately in the manner and with the effect specified in Section 8.07 of this Agreement, (ii) pay such tax and continue
as Trustee or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. If at any time
the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the
Trustee or the Certificate Administrator, as the case may be, shall resign immediately in the manner and with the effect specified
in Section 8.07 of this Agreement.


 


Section
8.07 Resignation and Removal of Trustee and Certificate Administrator. The Trustee and the Certificate Administrator
may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Trustee, the Depositor,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer, the Directing Holder and the 17g-5 Information Provider (who shall promptly post such notice to
the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement). Upon notice of resignation
from the Trustee, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee, the appointment
of which is subject to the requirements contained in Section 8.06 of this Agreement and shall be, if no Control Termination
Event has occurred and is continuing, reasonably acceptable to the Directing Holder. Upon notice of resignation from the Certificate
Administrator, the Trustee shall promptly appoint a successor certificate administrator, the appointment of which is subject to
the requirements contained in Section 8.06 of this Agreement. If no successor trustee or certificate administrator shall
have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning
Trustee or Certificate Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment
of a successor. The Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out of pocket costs and
expenses of each other party hereto and each Rating Agency in connection with its resignation.


 


If
at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 of this Agreement and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or
if at any time the Trustee or the Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or the Certificate Administrator, as the case may be (or of its property), shall be appointed,
or any public officer shall take charge or control of the Trustee or the Certificate Administrator, as the case may be (or of
its property or affairs), for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer
to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee’s or Certificate Administrator’s,
as applicable, reasonable control), to timely publish any report to be delivered, published or otherwise made available by the
Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five (5)
days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section 9.01,
then the Depositor may remove the Trustee or the Certificate Administrator, as the case may be, and the Depositor shall promptly
appoint a


 






    -407- 


     


    

 


successor
acceptable to the Master Servicer by written instrument, which shall be delivered to the Trustee or the Certificate Administrator,
as the case may be, so removed and to the successor.


 


The
Holders of Certificates entitled to at least 50% of the Voting Rights may, with cause (at any time) or without cause (at any time
with 30 days’ prior written notice), remove the Trustee or the Certificate Administrator and appoint a successor by written
instrument or instruments, in eight originals, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to each of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator and the successor trustee or certificate
administrator, as applicable.


 


In
addition, if the Trustee or the Certificate Administrator is terminated without cause, the terminating party shall pay all of
the expenses of the Trustee or the Certificate Administrator, as the case may be, necessary to affect the transfer of its responsibilities
to the successor.


 


If
the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement
and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such
termination or removal (including the right to receive all fees, expenses, indemnities, and other amounts accrued or owing to
it under this Agreement, plus interest at the Reimbursement Rate on all such amounts until received to the extent such amounts
bear interest as provided in this Agreement, with respect to periods prior to the date of such termination or removal).


 


If
the Certificate Administrator is terminated or removed pursuant to this Section 8.07, (i) all of its rights and obligations
under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior
to the date of such termination or removal (including the right to receive all fees, indemnities, expenses and other amounts accrued
or owing to it under this Agreement with respect to periods prior to the date of such termination or removal) and (ii) such resignation,
termination, or removal shall be effective with respect to each of its other capacities hereunder except its capacity as Custodian
(but including, without limitation, its capacities as Certificate Registrar, 17g-5 Information Provider, Paying Agent and Authenticating
Agent).


 


Upon
the resignation, assignment, or transfer of the Trustee or its business to a successor, or upon the termination of the Trustee,
(a) the outgoing Trustee, at its own expense without right to reimbursement therefor, shall (A) endorse the original executed
Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed
to the outgoing Trustee), without recourse, representation or warranty, express or implied, to the order of the successor, as
trustee for the registered holders of Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4
or in blank, and (B) in the case of the other assignable Loan Documents (to the extent such other Loan Documents were assigned
to the outgoing Trustee), assign and record such Loan Documents to such successor, and such successor shall review the documents
delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan
then subject to this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for
a Mortgage Loan was not endorsed to the


 






    -408- 


     


    

 


outgoing
Trustee, the Custodian shall deliver such Mortgage Note to the successor trustee and the Custodian shall cooperate with any successor
trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied) to the
order of the successor trustee, as trustee for the registered holders of Benchmark 2018-B4 Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2018-B4 or in blank. If any assignable Loan Document (other than the Mortgage Note) was not
assigned to the outgoing Trustee or if the Trustee is removed pursuant to Section 8.07 without cause, with respect to the
Loan Documents identified in clause (B) of the preceding sentence, the Custodian shall deliver such Loan Document to the successor
trustee and, if appropriate, such Loan Documents shall be recorded at the expense of the Trust (i) prior to the occurrence and
continuance of a Control Termination Event, with the consent of the Directing Holder, (ii) after the occurrence and continuance
of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, after consultation with the Directing
Holder and the Operating Advisor and (iii) after the occurrence of a Consultation Termination Event, after consultation with the
Operating Advisor and the reasonable cooperation (as determined by the Depositor) of the Depositor.


 


Section
8.08 Successor Trustee and Certificate Administrator. (a) Any successor trustee or certificate administrator shall execute,
acknowledge and deliver to the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer, the
Certificate Administrator (or in the case of a successor certificate administrator, to the predecessor Certificate Administrator)
and the Trustee, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal
of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor, without any
further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein; provided
that such successor shall satisfy the requirements contained in Section 8.06 of this Agreement and the Certificate
Administrator shall have filed any required Form 8-K pursuant to Section 10.09. The predecessor Trustee or Certificate
Administrator, as applicable, shall deliver to its successor all Mortgage Files and related documents and statements held by it
hereunder, and the Depositor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver
such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in
the successor all such rights, powers, duties and obligations. No successor trustee or certificate administrator, as the case
may be, shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor
shall be eligible under the provisions of Section 8.06 of this Agreement.


 


Upon
acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the
succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If
the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Depositor.


 


(b)           Any
successor trustee appointed pursuant to this Agreement shall satisfy the eligibility requirements set forth in Section 8.06
hereof.


 






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(c)           Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section
8.09 Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Trustee or the Certificate Administrator, shall be the successor of the Trustee or
the Certificate Administrator, as the case may be, hereunder; provided that such Person shall be eligible under the provisions
of Section 8.06 of this Agreement without the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding. The Trustee or the Certificate Administrator, as applicable,
shall notify the other parties hereto of any such event, and the Certificate Administrator shall post notice of such merger or
consolidation to the Certificate Administrator’s Website in accordance with Section 3.14(d) of this Agreement and
provide notice of such event to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.14(d) of this Agreement).


 


Section
8.10 Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same
may at the time be located, or for enforcement actions, or where a conflict of interest exists, the Depositor and the Trustee
acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the
Trustee to act (at the expense of the Trust) as co-Trustee or co-Trustees, jointly with the Trustee, or separate Trustee or separate
Trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Depositor and the Trustee may consider necessary or desirable. If the Depositor shall not have joined
in such appointment within 15 days after the receipt by it of a request so to do, or in case a Servicer Termination Event shall
have occurred and be continuing, the Trustee alone shall have the power to make such appointment. Except as required by applicable
law, the appointment of a co-Trustee or separate Trustee shall not relieve the Trustee of its responsibilities, obligations and
liabilities hereunder. No co-Trustee or separate Trustee hereunder shall be required to meet the terms of eligibility as a successor
Trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-Trustee(s) or separate
Trustee(s) shall be required under Section 8.08 hereof.


 


In
the case of any appointment of a co-Trustee or separate Trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate Trustee or co-Trustee jointly (it being understood that such separate Trustee or co-Trustee is not authorized
to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in any


 






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such
jurisdiction) shall be exercised and performed by such separate Trustee or co-Trustee solely at the direction of the Trustee.


 


No
Trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement.
The Depositor and the Trustee acting jointly may at any time accept the resignation of or remove any separate Trustee or co-Trustee,
or if the separate Trustee or co-Trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of
or remove any separate Trustee or co-Trustee.


 


Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate Trustees
and co-Trustees, as effectively as if given to each of them. Every instrument appointing any separate Trustee or co-Trustee shall
refer to this Agreement and the conditions of this Article VIII. Every such instrument shall be filed with the Trustee.
Each separate Trustee and co-Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject
to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of,
affecting the liability of, or affording protection to, the Trustee. In no event shall any such separate Trustee or co-Trustee
be entitled to any provision relating to the conduct of, affecting the liability of or affording protection to such separate Trustee
or co-Trustee that imposes a standard of conduct less stringent than that imposed by the Trustee hereunder, affording greater
protection than that afforded to the Trustee hereunder or providing a greater limit on liability than that provided to the Trustee
hereunder.


 


Any
separate Trustee or co-Trustee may, at any time, constitute the Trustee its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate Trustee or co-Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor Trustee.


 


Article
IX



TERMINATION


 


Section
9.01 Termination. (a) The respective obligations and responsibilities of the Master Servicer, the Special Servicer,
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee created
hereby with respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments
and to send certain notices to Certificateholders as hereinafter set forth) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the
Certificate Administrator and the Master Servicer, as the case may be, required hereunder to be so paid on the Distribution Date
following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance
with Section 9.01(c) of this Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage
Loans in accordance with Section 9.01(g) of this Agreement; and (iii) the later of (a) the receipt or


 






    -411- 


     


    

 


collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to this
Agreement of the last asset held by the Trust Fund; provided, that in no event shall the trust created hereby continue
beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the United Kingdom, living on the date hereof.


 


For
purposes of this Section 9.01, the Sole Certificateholder shall have the first option to terminate the Trust Fund, pursuant
to Section 9.01(g), and then the Certificateholder owning a majority of the Percentage Interests in the Controlling Class,
the Special Servicer and the Master Servicer, in that order, shall have the option to terminate the Trust Fund pursuant to subsection
(c). For purposes of this Section 9.01, the Directing Holder with the consent of the Holders of the Controlling Class,
shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust Fund and terminating the Trust.


 


(b)           The
Trust Fund, the Lower-Tier REMIC and the Upper-Tier REMIC shall be terminated and the assets of the Trust Fund shall be sold or
otherwise disposed of in connection therewith, only pursuant to a “plan of complete liquidation” within the meaning
of Section 860F(a)(4)(A) of the Code providing for the actions contemplated by the provisions hereof and pursuant to which the
applicable Notice of Termination is given, and requiring that the Trust Fund, the Lower-Tier REMIC and the Upper-Tier REMIC shall
terminate on a Distribution Date occurring not more than 90 days following the date of adoption of the plan of complete liquidation.
For purposes of this Section 9.01(b), the Notice of Termination given pursuant to Section 9.01(c) of this Agreement
shall constitute the adoption of the plan of complete liquidation as of the date such notice is given, which date shall be specified
by the Certificate Administrator in the final federal income tax returns of the Upper-Tier REMIC and the Lower-Tier REMIC. Notwithstanding
the termination of the Lower-Tier REMIC, the Upper-Tier REMIC or the Trust Fund, the Certificate Administrator shall be responsible
for filing the final Tax Returns for each such Trust REMIC and for the Grantor Trust for the period ending with such termination,
and shall retain books and records with respect to such Trust REMICs and the Grantor Trust for the same period of retention for
which it maintains its own tax returns or such other reasonable period. The Trustee shall sign all Tax Returns and other reports
required by this Section.


 


(c)           The
Certificateholder owning a majority of the Percentage Interest of the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination
Notice Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and
the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal
to the sum of, without duplication:


 


(i)            100%
of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated
Termination Date (less any P&I Advances previously made on account of principal);


 






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(ii)           the
fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated
Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days
prior to the last day of the month preceding such Distribution Date;


 


(iii)          all
unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related
Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding such Anticipated Termination
Date (less any P&I Advances previously made on account of interest); and


 


(iv)          the
aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate, and unpaid Servicing Compensation,
Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees, the CREFC® Intellectual
Property Royalty License Fees and Trust Fund expenses.


 


If
the Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Master Servicer or the Special
Servicer purchases all of the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund in accordance with this Section 9.01(c), the Certificateholder owning a majority of the Percentage Interests in the
Controlling Class, the Master Servicer or the Special Servicer, as applicable, shall deposit in the Lower-Tier Distribution Account,
as applicable, not later than the Master Servicer Remittance Date relating to the Anticipated Termination Date on which the final
distribution on the Certificates is to occur, an amount in immediately available funds equal to the above-described purchase price
(exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a) of
this Agreement, which portion shall be deposited in the Collection Account). In addition, the Master Servicer shall transfer to
the Certificate Administrator for deposit in the Lower-Tier Distribution Account, as applicable, all amounts required to be transferred
thereto on the Master Servicer Remittance Date from the Collection Account, together with any other amounts on deposit in the
Collection Account that would otherwise be held for future distribution. Upon confirmation by the Master Servicer in writing that
it has transferred all such amounts to the Certificate Administrator, the Custodian shall release or cause to be released to the
Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Master Servicer or the Special Servicer,
as applicable, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments
furnished to it by such purchasing party as shall be necessary to effectuate transfer of the Mortgage Loans and all property acquired
in respect of any Mortgage Loan remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance with this Article
IX.


 


For
purposes of this Section 9.01, the Directing Holder with the consent of the Holders of the Controlling Class, shall act
on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust Fund and terminating the Trust.


 


As
a condition to the purchase of the assets of the Trust Fund pursuant to this Section 9.01(c), the purchaser shall deliver
to the Trustee and the Certificate Administrator an Opinion of Counsel, which shall be at the expense of such purchaser, stating
that such termination will be a “qualified liquidation” under Section 860F(a)(4)(A) of the Code. All costs


 






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and
expenses incurred by any and all parties to this Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and other assets of the Trust Fund pursuant to this Section 9.01(c) shall be borne by the party exercising its purchase
rights hereunder. The Trustee and the Certificate Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to this subsection (c).


 


(d)           If
the Trust Fund has not been previously terminated pursuant to subsection (c) of this Section 9.01, the Certificate
Administrator shall determine as soon as practicable the Distribution Date on which the Certificate Administrator reasonably anticipates,
based on information with respect to the Mortgage Loans previously provided to it, that the final distribution will be made to
the Holders of outstanding Regular Certificates, notwithstanding that such distribution may be insufficient to distribute in full
the Certificate Balance of each Class of Certificates, together with amounts required to be distributed on such Distribution Date
pursuant to Section 4.01(b) of this Agreement; provided, that, if no such Classes of Certificates are then outstanding,
the final distribution shall be made (i) to the Holders of the Class R Certificates (in respect of the Class LTR Interest) of
any amount remaining in the Collection Accounts, the Lower-Tier Distribution Account, and (ii) to the Holders of the Class R Certificates
(in respect of the Class UTR Interest) of any amount remaining in the Upper-Tier Distribution Account.


 


(e)           Notice
of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator to
Certificateholders (with a copy to the Trustee, the Master Servicer, the Special Servicer, the Mortgage Loan Sellers, the Operating
Advisor, the Asset Representations Reviewer, the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information
Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement)), at their addresses shown in the Certificate Registrar not more than 30 days, and not less than ten days,
prior to the Anticipated Termination Date. The notice mailed by the Certificate Administrator to Certificateholders shall:


 


(i)            specify
the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates of the Classes
specified therein;


 


(ii)           specify
the amount of any such final distribution, if known; and


 


(iii)          state
that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates at the office
of the Paying Agent therein specified.


 


If
the Trust Fund is not terminated on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly
mail notice thereof to each Certificateholder.


 


(f)            Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to this Section 9.01
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to


 






    -414- 


     


    

 


surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of
their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of
the assets which remain held. If within two years after the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof, and
the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its
termination as Certificate Administrator hereunder and the transfer of such amounts to a successor certificate administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue
or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section 9.01. Any amounts remaining in the Excess Interest
Distribution Account representing Excess Interest shall be distributed to the Holders of the Excess Interest Certificates.


 


(g)           Following
the date on which the Class X-A Notional Amount, the Class X-B Notional Amount and the Class X-D Notional Amount, and the aggregate
Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C and
Class D Certificates is reduced to zero, the Sole Certificateholder shall have the right to exchange all of the then-outstanding
Certificates (other than the Class S or Class R Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of Section 9.01(a) by giving written notice to all the parties hereto no later than
60 days prior to the anticipated date of exchange; provided that such Sole Certificateholder pays to the Certificate Administrator
as additional compensation an amount equal to one day of interest calculated at the Prime Rate on the aggregate Certificate Balance
of the Principal Balance Certificates as of the first day of the current calendar month and such Sole Certificateholder pays to
the Master Servicer as additional compensation an amount equal to (i) the product of (a) the Prime Rate, (b) the aggregate Certificate
Balance of the then outstanding Certificates (other than any Class of Class X Certificates, the Class S Certificates and the Class
R Certificates) as of the date of the exchange and (c) three, divided by (ii) 360, for the Mortgage Loans and any REO Properties
remaining in the Trust Fund and such payments shall be treated as made by the Sole Certificateholder directly to the Certificate
Administrator and the Master Servicer and not through or by either of the Trust REMICs. If the Sole Certificateholder elects to
exchange all of the then-outstanding Certificates (other than the Class S and Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund in accordance with the preceding sentence, such Sole Certificateholder, not
later than the Distribution Date on which the final distribution on the Certificates is to occur, shall deposit in the Collection
Account an amount in immediately available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee hereunder through the date of the liquidation
of the Trust Fund that may be withdrawn from the Collection Account, or an escrow account acceptable to the respective parties
hereto, pursuant to Section 3.06(a) of this Agreement or that may be withdrawn from the Distribution Accounts pursuant to Section
3.06(g) of this Agreement, but only to the extent that such amounts are not already on deposit in the Collection Account.
In addition, the Master


 






    -415- 


     


    

 


Servicer
shall transfer all amounts required to be transferred to the Certificate Administrator for deposit in the Lower-Tier Distribution
Account on such Servicer Remittance Date from the Collection Account pursuant to Section 3.05 of this Agreement. Upon confirmation
from the Certificate Administrator that such final deposits have been made and following the surrender of all the then-outstanding
Certificates (other than the Class S and Class R Certificates) on the final Distribution Date to the Certificate Administrator,
the Custodian shall upon receipt of a Request for Release from the Master Servicer, release to the Sole Certificateholder or any
designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and
REO Properties remaining in the Trust Fund and the Trust Fund shall be liquidated in accordance with this Article IX. The remaining
Mortgage Loans and REO Properties are deemed distributed to the Sole Certificateholder in liquidation of the Trust Fund pursuant
to this Article IX. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased the assets
of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of its Certificates (other than the Class S and
Class R Certificates), plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such
amounts against amounts distributable in respect of the Lower-Tier Regular Interests and such Certificates.


 


(h)           [Reserved.]


 


(i)            The
duties of the Operating Advisor under this Agreement will terminate, without cost or expense to the Operating Advisor, upon termination
of the Trust Fund.


 


Article
X



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
10.01 Intent of the Parties; Reasonableness. Except with respect to Section 10.08, Section 10.11, Section
10.13, Section 10.14, Section 10.15, Section 10.16 and Section 10.17, the parties hereto acknowledge
and agree that the purpose of this Article X is to facilitate compliance by the Depositor (and any Other Depositor of any
Other Securitization that includes a Serviced Companion Loan) with the provisions of Regulation AB and related rules and regulations
of the Commission. None of the Depositor, the Certificate Administrator or the Trustee shall exercise its rights to request delivery
of information or other performance under these provisions other than in reasonable good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission
thereunder. The parties to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over
time due to interpretive guidance provided by the Commission or its staff, and agree to comply, subject to Section 10.02,
with reasonable requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes
a Serviced Companion Loan), the Certificate Administrator or the Trustee in reasonable good faith for delivery of information
under these provisions on the basis of such evolving interpretations of Regulation AB (to the extent such interpretations require
compliance and are not “grandfathered” and do not mandate compliance). In connection with the Benchmark 2018-B4 Mortgage
Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4 and any Other Securitization subject to Regulation AB that
includes a Serviced


 






    -416- 


     


    

 


Companion
Loan, subject to the preceding sentence, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate
Administrator, the Trustee and any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion
Loan, as applicable, to deliver or make available to the Depositor, the Certificate Administrator, the Trustee and any such Other
Depositor or Other Trustee, as applicable (including any of their assignees or designees), any and all information in its possession
and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, the Trustee or such
Other Depositor or Other Trustee, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with
the provisions of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, as applicable, and any Servicing Function
Participant, or the Servicing of the Serviced Mortgage Loans and any related Serviced Companion Loans, reasonably believed by
the Depositor, the Certificate Administrator, the Trustee or the related Other Depositor or the related Other Trustee, as applicable,
in good faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period
of time to comply with any written request made under this Section 10.01, but in any event, shall, upon reasonable advance
written request, provide information in sufficient time to allow the Depositor, the Certificate Administrator or the Trustee,
as applicable, to satisfy any related filing requirements.


 


For
purposes of this Article X, to the extent any party has an obligation to exercise commercially reasonable efforts to cause
a third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection
with such obligation.


 


Section
10.02 Notification Requirements and Deliveries in Connection with securitization of a Serviced Companion Loan. (a) Any
other provision of this Article X to the contrary notwithstanding, including, without limitation, any deadlines for delivery
set forth in this Article X, in connection with the requirements contained in this Article X that provide for the
delivery of information and other items to, and the cooperation with, the Other Depositor and Other Trustee of any Other Securitization
that includes a Serviced Companion Loan and is subject to Regulation AB, no party hereunder shall be obligated to provide any
such items to or cooperate with such Other Depositor or Other Trustee until the Other Depositor or Other Trustee of such Other
Securitization has provided each party hereto with not less than 10 Business Days’ (or such shorter period as required for
such Other Depositor or Other Trustee to comply with related filing obligations, provided that (i) such Other Depositor or Other
Trustee, as applicable, has provided written notice as soon as reasonably practicable and, concurrently with such written notice,
obtained verbal confirmation of receipt of such written notice, in each case, in accordance with Section 11.05 of this Agreement
and (ii) such period shall not be less than 3 Business Days’) written notice (which shall only be required to be delivered
once) stating that such Other Securitization is subject to Regulation AB and that the Other Securitization is subject to Exchange
Act reporting, and (ii) specifying in reasonable detail the information and other items requested to be delivered (insofar as
such information or other items are not expressly identified herein); provided, that if Exchange Act reporting is being
requested, such Other Depositor or Other Trustee is only required to provide a single written notice to such effect. Any reasonable
cost and expense of the Master Servicer, Special Servicer, Operating Advisor, the Asset Representations Reviewer, Trustee and
Certificate Administrator in cooperating with such Other


 






    -417- 


     


    

 


Depositor
or Other Trustee of such Other Securitization (above and beyond their expressed duties hereunder) shall be the responsibility
of such Other Depositor or Other Securitization. The parties hereto shall have the right to request written confirmation from
the Other Depositor or Other Trustee of such Other Securitization as to whether Regulation AB or the Exchange Act requires the
delivery of the items identified in this Article X to such Other Depositor and Other Trustee of such Other Securitization
prior to providing any of the reports or other information required to be delivered under this Article X in connection
therewith and if any such party makes such a request, then (i) upon such requesting party’s receipt of such written confirmation,
such requesting party shall comply with the deadlines for delivery set forth in this Article X with respect to such Other
Securitization and (ii) until such requesting party’s receipt of such written confirmation, such party shall not be required
to deliver such items. The parties hereunder shall also have the right to require that such Other Depositor provide them with
the contact details of such Other Depositor, Other Trustee and any other parties to the Other Pooling and Servicing Agreement
relating to such Other Securitization.


 


(b)           Each
of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written
request given in accordance with the terms of (a) above, and subject to a right of the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, as the case may be, to review and approve such disclosure materials, permit a holder
of a related Serviced Companion Loan to use such party’s description contained in the Prospectus (updated as appropriate
by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable) for inclusion in the
disclosure materials relating to any securitization of a Serviced Companion Loan.


 


(c)           The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given
in accordance with the terms of Section 10.02(a) above, shall each timely provide (to the extent the reasonable out-of-pocket
cost thereof is paid or caused to be paid by the requesting party) to the Other Depositor and any underwriters with respect to
any Other Securitization that includes a Serviced Companion Loan such opinion(s) of counsel, certifications and/or indemnification
agreement(s) with respect to the updated description referred in (b) with respect to such party, substantially identical
to those, if any, delivered by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the
case may be, or their respective counsel, in connection with the information concerning such party in the Prospectus and/or any
other disclosure materials relating to this Trust (updated as deemed appropriate by the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, or their respective legal counsel, as the case may be). Neither the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee shall be obligated to deliver any such item with respect to
the securitization of a Serviced Companion Loan if it did not deliver a corresponding item with respect to this Trust.


 


(d)           Each
of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request
given in accordance with the terms of (a) above, shall provide (to the extent the reasonable out-of-pocket cost thereof
is paid or caused to be paid by the applicable party set forth below in this (d)) to the Other Depositor and the Other
Trustee under the Other Pooling and Servicing Agreement related to any Other Securitization the following: (i) any information
(including, but not limited to, disclosure information) required for such Other Securitization to comply in a timely manner with
applicable


 






    -418- 


     


    

 


filing
requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification
agreement(s) with respect to such information that are substantially similar to those delivered by the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as the case may be, or their respective counsel, in connection with the
information concerning such party in the Prospectus and/or any other disclosure materials relating to this Trust.


 


In
the case of a Form 8-K that is filed by or on behalf of an Other Securitization in connection with the closing of this Benchmark
2018-B4 Mortgage Trust securitization transaction, the reasonable out-of-pocket cost of the information, opinion(s) of counsel,
certifications and indemnification agreement(s) provided by or on behalf of the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, pursuant to this (d) shall be paid or caused to be paid (pursuant to
a payment arrangement reasonably acceptable to the delivering party and the receiving party and agreed to as a condition precedent
to delivery of such items) by the applicable mortgage loan seller that transferred the related Serviced Companion Loan to the
related Other Depositor for inclusion in such Other Securitization.


 


In
the case of a Form 8-K that is filed by or on behalf of an Other Securitization as a result of the termination, removal, resignation
or any other replacement of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this
Agreement, the out-of-pocket cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided
by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be,
pursuant to this Section 10.02(d) shall be paid or caused to be paid by the same party or parties required to pay the costs
and expenses relating to such termination, removal, resignation or other replacement pursuant to this Agreement.


 


Section
10.03 Information to be Provided by the Master Servicer and the Special Servicer. (a) For so long as the Trust is subject
to the reporting requirements of the Exchange Act and for so long as any Other Securitization that includes a Serviced Companion
Loan is subject to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 10.09)
in connection with the succession to the Master Servicer, Special Servicer or any Servicing Function Participant (if such Servicing
Function Participant is a servicer as contemplated by Item 1108(a)(2) of Regulation AB) as servicer or Sub-Servicer under or as
contemplated by this Agreement or any related Other Pooling and Servicing Agreement by any Person (i) into which the Master Servicer,
Special Servicer or such Servicing Function Participant may be merged or consolidated, (ii) which may be appointed as a sub-servicer
(other than the appointment of a Mortgage Loan Seller Sub-Servicer) by a Master Servicer or Special Servicer, or (iii) that is
appointed as a successor Master Servicer or successor Special Servicer pursuant to Section 3.22 or Section 7.02,
the Master Servicer, the Special Servicer or any Servicing Function Participant (with respect to the foregoing clauses (i) and
(ii)) or the successor Master Servicer or the successor Special Servicer (with respect to the foregoing clause (iii)) shall, as
a condition to such succession and at the reasonable expense of the same party or parties required to pay the costs and expenses
relating to such succession pursuant to this Agreement, provide to the Depositor and to any Other Depositor related to any Other
Securitization that includes a Serviced Companion Loan, at least 5 Business Days (other than a


 






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succession
or appointment pursuant to Section 7.01(b) for which notice shall be delivered as soon as reasonably practicable) prior
to the effective date of such succession or appointment as long as such disclosure prior to such effective date would not be violative
of any applicable law or confidentiality agreement, otherwise no later than the Business Day following such effective date, but
in no event later than the time required pursuant to Section 10.09, (x) written notice to the Trustee, the Certificate
Administrator and the Depositor (and any Other Trustee and Other Depositor related to any Other Securitization that includes a
Serviced Companion Loan) of such succession or appointment, (y) in writing and in form and substance reasonably satisfactory to
the Trustee, the Certificate Administrator and the Depositor (and any Other Trustee and Other Depositor of any Other Securitization
that includes a Serviced Companion Loan), all information relating to such successor reasonably requested by the Depositor (or
such Other Depositor) so that it may comply with its reporting obligation under Items 1.01 and 6.02 of Form 8-K with respect to
any Class of Certificates or Serviced Companion Loan Securities and (z) such opinion(s) of counsel, certifications and/or indemnification
agreement(s) with respect to such information that are substantially similar to those delivered by the Master Servicer or the
Special Servicer, as the case may be, or their respective counsel, in connection with the information concerning such party in
the Prospectus and/or any other disclosure materials relating to this Trust.


 


Section
10.04 Information to be Provided by the Trustee. (a) For so long as the Trust is subject to the reporting requirements
of the Exchange Act, (in addition to any requirements contained in Section 10.09) in connection with the succession to
the Trustee as Trustee or appointment of a co-Trustee under this Agreement by any Person (i) into which the Trustee may be merged
or consolidated, (ii) which may be appointed as a co-Trustee or separate Trustee pursuant to Section 8.10, or (iii) that
is appointed as a successor Trustee pursuant Section 8.08, the Trustee (with respect to the foregoing clauses (i) and (ii))
or the successor Trustee (with respect to the foregoing clause (iii)) shall, as a condition to such succession and at the reasonable
expense of the same party or parties required to pay the costs and expenses relating to such succession pursuant to this Agreement,
provide to the Depositor and to the Other Depositor related to any Other Securitization that includes a Serviced Companion Loan,
at least 5 calendar days prior to the effective date of such succession or appointment as long as such disclosure prior to such
effective date would not be violative of any applicable law or confidentiality agreement, otherwise immediately following such
effective date, but in no event later than the time required pursuant to Section 10.09, (x) written notice to the Depositor,
and to the Other Depositor related to any Other Securitization that includes a Serviced Companion Loan, of such succession or
appointment, (y) in writing and in form and substance reasonably satisfactory to the Depositor, and to the Other Depositor related
to any Other Securitization that includes a Serviced Companion Loan, all information reasonably requested by the Depositor, or
such Other Depositor, so that it may comply with its reporting obligation under Items 1.01 and 6.02 of Form 8-K with respect to
any Class of Certificates or Serviced Companion Loan Securities and (z) such opinion(s) of counsel, certifications and/or indemnification
agreement(s) with respect to such information that are substantially similar to those delivered by the Trustee or their respective
counsel, in connection with the information concerning such party in the Prospectus and/or any other disclosure materials relating
to this Trust.


 


Section
10.05 Filing Obligations. (a) Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate


 






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Administrator
and the Trustee shall, and each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee, as applicable, shall use commercially reasonable efforts to cause each
Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship
with respect to the Serviced Mortgage Loan to, reasonably cooperate with the Certificate Administrator and the Depositor (and
any Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Companion Loan) in connection
with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good
faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act.


 


(b)           [Reserved.]


 


(c)           With
respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified the
Master Servicer and Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of
Regulation AB) (together with notification of the Relevant Distribution Date) with respect to an Other Securitization that includes
such Serviced Companion Loan, to the extent that the Master Servicer (in the case of non-Specially Serviced Loans) or the Special
Servicer (in the case of Specially Serviced Loans and REO Properties) is in receipt of the updated financial statements of such
“significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) from
the Borrower, beginning with the first calendar quarter following receipt of such notice from the Other Depositor, or the updated
financial statements of such “significant obligor” for any calendar year, beginning for the calendar year following
such notice from the Other Depositor, as applicable, the Master Servicer or the Special Servicer, as applicable, shall deliver
to the Other Depositor, on or prior to the day that occurs two (2) Business Days prior to the related “significant obligor”
NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of the “significant obligor”, together with the net operating
income of such “significant obligor” for the applicable period as calculated by the Master Servicer or the Special
Servicer, as applicable, in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs
less than twelve (12) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen
(17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements
of the “significant obligor”, together with the net operating income of such “significant obligor” for
the applicable period as reported by the related Borrower in such financial statements.


 


If
the Master Servicer or the Special Servicer, as applicable, does not receive financial information satisfactory to comply with
Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor” within ten
(10) Business Days after the date such financial information is required to be delivered under the related Mortgage Loan documents,
the Master Servicer or the Special Servicer, as applicable, shall notify the Other Depositor with respect to such Other Securitization
that includes the related Companion Loan (or shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer
to


 






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notify
such Other Depositor) that it has not received such financial information. The Master Servicer or the Special Servicer, as applicable,
shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations
of such Other Depositor under the Exchange Act) to obtain the periodic financial statements required to be delivered by the related
Borrower under the related Mortgage Loan documents.


 


The
Master Servicer or the Special Servicer, as applicable, shall (or shall cause any related Sub-Servicing Agreement entered into
after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor
to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact
the related Borrower related to any such “significant obligor” (identified to it as such by the Other Depositor in
accordance with the second preceding paragraph) to obtain the required financial information and is unsuccessful and, no less
than five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed by the
Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the certificate
administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to
the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.


 


Section
10.06 Form 10-D and Form ABS-EE Filings. Within 15 days after each Distribution Date (subject to permitted extensions
under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D and Form ABS-EE
required by the Exchange Act and the rules and regulations of the Commission thereunder, in form and substance as required by
the Exchange Act and such rules and regulations; provided that, in connection with the filing of the Prospectus and the
preliminary prospectus with respect to the Public Certificates, the Depositor shall file any related Form ABS-EE required to be
filed with the Commission and incorporated by reference into each such document. A duly authorized representative of the Depositor
shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of
the related Distribution Date Statement attached thereto; provided that the Certificate Administrator shall redact from such Distribution
Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure
in addition to the Distribution Date Statement that is required to be included on Form 10-D and/or Form ABS-EE (“Additional
Form 10-D Disclosure”) shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Schedule
IV and directed to the Certificate Administrator and the Depositor for approval by the Depositor. The Certificate Administrator
will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than
such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule IV) absent such reporting,
direction and approval after the date hereof. The Certificate Administrator shall include in any Form 10-D filed by it, without
limitation, to the extent such information is provided to the Certificate Administrator by the Depositor for inclusion therein,
(i) the information required by Rule 15Ga-1(a) under the Exchange Act concerning all assets of the Trust that were subject of
a demand to repurchase or replace for breach of the representations and warranties, (ii) a reference to the most recent Form ABS-15G
filed by the Depositor and each Mortgage Loan Seller, if applicable, and the Commission assigned “Central Index Key”
number for each such filer and (iii) incorporate by reference the Form ABS-EE filing for the related reporting period (which Form
ABS-EE disclosures shall be filed at the time of each filing


 






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of
the applicable report on Form 10-D with respect to each Mortgage Loan that was part of the Mortgage Pool during any portion of
the related reporting period). The Certificate Administrator and the Depositor shall be entitled together to determine the manner
of the presentation of such information (including the dates as of which such information is presented) in accordance with applicable
laws and regulations.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization
that includes a Serviced Companion Loan is subject to the reporting requirements of the Exchange Act, within five calendar days
after the related Distribution Date, (i) the parties listed on Schedule IV hereto shall be required to provide to the Certificate
Administrator and the Depositor (and in the case of any Servicing Function Participant with a copy to the Master Servicer) (and
to any Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Companion Loan), to the extent
a Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledge (other than Item 1117 of Regulation
AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may
be or any lawyer in the in house legal department of such party), in EDGAR Compatible Format, or in such other format as otherwise
agreed upon by the Certificate Administrator and the Depositor (or such Other Trustee and Other Depositor) and such party, the
form and substance of the Additional Form 10-D Disclosure described on Schedule IV applicable to such party, (ii) the parties
listed on Schedule IV hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification
in the form attached hereto as Exhibit CC and (iii) the Certificate Administrator shall, at any time prior to filing the
related Form 10-D, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event
reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party.
No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D or (in the case of asset-level information
required by Item 1A on Form 10-D) Form ABS-EE with respect to the Trust; provided that if the Certificate Administrator
does not receive a response from the Depositor by such time the Depositor will be deemed to have consented to the inclusion of
such Additional Form 10-D Disclosure. Other than to the extent provided for in clause (iii) above, the Certificate Administrator
has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule IV of their duties
under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The
Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection
with including any Additional Form 10-D Disclosure on Form 10-D or (in the case of asset-level information required by Item 1A
on Form 10-D) Form ABS-EE with respect to the Trust pursuant to this paragraph.


 


After
preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for
review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to
the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the
filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any
changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative
of


 






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the
Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard
copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon
signature thereof as provided in Section 10.16, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar
day after the related Distribution Date or (ii) if agreed to prior to the time set forth in clause (i) above, such other time
as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D.
If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator shall
follow the procedures set forth in Section 10.10(b). After filing with the Commission, the Certificate Administrator shall,
pursuant to Section 4.02(b), make available on the Certificate Administrator’s website a final executed copy of each
Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 10.06 related to the timely preparation and filing of
Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable
deadlines in the performance of their duties under this Section 10.06. The Certificate Administrator shall have no liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D
where such failure results from the Certificate Administrator’s inability or failure to receive on a timely basis any information
from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence,
bad faith or willful misconduct.


 


Form
10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.”
The Depositor shall notify the Certificate Administrator in writing via email to cts.sec.notifications@wellsfargo.com,
no later than the 5th calendar day after the related Distribution Date during any year in which the Trust is required to file
a Form 10-D if the answer to the questions should be “no”; provided that if the failure of the Depositor to
have filed such required reports arises in connection with the securitization contemplated by this Agreement, then the Certificate
Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to
be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further,
that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator
that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further
notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely
on such notifications in preparing, executing and/or filing any Form 10-D.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Forms 10-D and ABS-EE for each reporting period: Name: Lainie Kaye, Telephone: (212) 504-6678. The Certificate Administrator
may rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 






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Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
11.01(b), the Certificate Administrator shall include such Asset Review Report Summary under Item 1B on the Form 10-D for
such reporting period in which the Asset Review Report Summary was received by the Certificate Administrator.


 


To
the extent the Certificate Administrator receives a Communication Request from any Certificateholder or Certificate Owner to communicate
with other Certificateholders or Certificate Owners pursuant to Section 5.05, the Certificate Administrator shall include
under Item 1B on the Form 10-D relating to the reporting period in which such request was received a Special Notice regarding
the request to communicate, and such Special Notice is required to include the following and no more than the following: (a) the
name of the Certificateholder or Certificate Owner making the request, (b) the date the request was received, (c) a statement
to the effect that the Certificate Administrator has received such request, stating that such Certificateholder or Certificate
Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise
of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use to
contact the requesting Certificateholder or Certificate Owner. It is hereby understood that a disclosure in substantially the
following form shall be deemed to satisfy the requirements in the preceding sentence:


 


On
[date], the Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate
with other Certificateholders and Certificate Owners in the securitization transaction to which this report on Form 10-D relates
(the “Securitization”). The requesting Certificateholder or Certificate Owner is interested in communicating
with other Certificateholders and Certificate Owners with regard to the possible exercise of rights under the pooling and servicing
agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact the requesting Certificateholder
or Certificate Owner at [telephone number], [email address] and/or [mailing address].


 


At
the time required under Section 10.06, the Certificate Administrator shall file each Form ABS-EE with a copy of the related
CREFC® Schedule AL File received by the Certificate Administrator pursuant to Section 3.13(a) as Exhibit
102 thereto. To the extent the Certificate Administrator receives any Schedule AL Additional File with respect to such Form ABS-EE
pursuant to Section 3.13(a), the Certificate Administrator shall file such Schedule AL Additional File as Exhibit 103 to
such Form ABS-EE. The Certificate Administrator shall not be required to combine multiple CREFC® Schedule AL Files
or Schedule AL Additional Files. The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify
the content, completeness or accuracy of the information contained in any CREFC® Schedule AL File or Schedule AL
Additional File. The Certificate Administrator shall not be deemed to have actual knowledge of the contents of any CREFC®
Schedule AL File or Schedule AL Additional File solely by its receipt thereof.


 






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After
preparing the Forms 10-D and ABS-EE with respect to the Trust, the Certificate Administrator shall forward electronically copies
of such Forms 10-D and ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional
File received by the Certificate Administrator) to the Depositor for review no later than seven (7) calendar days after the related
Distribution Date or, if the 7th calendar day after the related Distribution Date is not a Business Day, the immediately preceding
Business Day. The Master Servicer shall reasonably cooperate with the Depositor to answer any questions that the Depositor may
pose to the Master Servicer regarding the data or information contained in, or omitted from, any CREFC® Schedule
AL File or Schedule AL Additional File (other than questions regarding (1) the accuracy as of the Closing Date of data that had
been included in the Initial Schedule AL File, the Initial Schedule AL Additional File or the Annex A-1 to the Prospectus or (2)
changes made to such CREFC® Schedule AL File or Schedule AL Additional File by the Certificate Administrator following
receipt from the Master Servicer). Any questions for the Master Servicer related to the filing shall be directed to ssreports@wellsfargo.com.
The Certificate Administrator, the Master Servicer and the Depositor shall each, to the extent related to such party’s obligations
hereunder, reasonably cooperate to remedy any filing errors regarding any CREFC® Schedule AL File or any Schedule
AL Additional File as soon as possible. Within four (4) Business Days after receipt of copies of such Forms 10-D and ABS-EE from
the Certificate Administrator, but no later than two (2) Business Days prior to the 15th calendar day after the related Distribution
Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes
to or approval of such Form 10-D and Form ABS-EE, respectively, and an officer of the Depositor shall sign the Form 10-D and Form
ABS-EE with respect to the Trust and return an electronic or fax copy of each of the signed Form 10-D and Form ABS-EE (with an
original executed hard copy to follow by overnight mail) to the Certificate Administrator. Upon receipt of such signed Form 10-D
and Form ABS-EE (in electronic form or by fax copy), the Certificate Administrator shall deem such reports to be approved by the
Depositor and shall proceed with filing such reports with the Commission. If a Form 10-D or Form ABS-EE with respect to the Trust
cannot be filed on time or if a previously filed Form 10-D or Form ABS-EE with respect to the Trust needs to be amended, the Certificate
Administrator will follow the procedures set forth in Section 10.10(b) of this Agreement. Promptly after filing with the
Commission, the Certificate Administrator will make available on its internet website a final executed copy of each Form 10-D
and Form ABS-EE with respect to the Trust prepared and filed by the Certificate Administrator. The signing party at the Depositor
can be contacted at Deutsche Mortgage & Asset Receiving Corporation at 60 Wall Street, New York, New York 10005, Attention:
Lainie Kaye, with copies via email to cmbs.requests@db.com, or such other address as the Depositor may direct. The parties
to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.06
related to the timely preparation and filing of Form 10-D and Form ABS-EE with respect to the Trust is contingent upon such
parties observing all applicable deadlines in the performance of their duties under this Section 10.06. The Certificate
Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to
properly prepare, arrange for execution and/or timely file any Form 10-D or Form ABS-EE with respect to the Trust, where such
failure results because required disclosure information was either not delivered to the Certificate Administrator or delivered
to the Certificate Administrator after the delivery deadlines set forth in this Agreement, not resulting from its own negligence,
bad faith or willful misconduct.


 






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Section
10.07 Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be
required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the
Trust ends on December 31st of each year), commencing with fiscal year 2018, the Certificate Administrator shall prepare and file
on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the
following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time
frames set forth in this Agreement:


 


(i)            an
annual compliance statement for each applicable Certifying Servicer, as described under Section 10.11;


 


(ii)           (A)
the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under
Section 10.12, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described
under Section 10.12 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance
(including whether such instance of noncompliance involved the servicing of the assets backing the Certificates issued pursuant
to this Agreement and any steps taken to remedy such instance of noncompliance), or if any Reporting Servicer’s report on
assessment of compliance with servicing criteria described under Section 10.12 is not included as an exhibit to such Form
10-K, disclosure that such report is not included and an explanation as to why such report is not included;


 


(iii)          (A)
the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 10.13,
and (B) if any registered public accounting firm attestation report described under Section 10.13 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting
firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation
as to why such report is not included; and


 


(iv)          a
Sarbanes-Oxley Certification as described in Section 10.08.


 


Any
disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional
Form 10-K Disclosure”) shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Schedule
V hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee related to any Other
Securitization that includes a Serviced Companion Loan) and approved by the Depositor (and such Other Depositor), and the Certificate
Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional
Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule
V) absent such reporting and approval.


 


Not
later than 10 Business Days after the end of each fiscal year for which the Trust (or any Other Securitization that includes a
Serviced Companion Loan) is required to file a Form 10-K, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Certificate Administrator and the Trustee shall provide the other


 






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parties
to this Agreement and the Mortgage Loan Sellers (and the parties to any Other Pooling and Servicing Agreement with respect to
any Other Securitization that includes such Serviced Companion Loan) with written notice of the name and address of each Servicing
Function Participant retained by such party. Not later than the end of each year for which the Trust is required to file a Form
10-K, (i) the Certificate Administrator shall upon request provide to each Mortgage Loan Seller, Other Depositor and Other Trustee
written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to
this Agreement and (ii) the Master Servicer or the Special Servicer, as applicable, shall provide to each related Mortgage Loan
Seller, Other Depositor and Other Trustee written notice of any change in the identity of any Sub-Servicer that is a Servicing
Function Participant or an Additional Servicer engaged by the Master Servicer or the Special Servicer, as applicable, including
the name and address of any new Sub-Servicer that is a Servicing Function Participant or an Additional Servicer.


 


With
respect to any Other Securitization that includes a Serviced Companion Loan, not later than the end of each year for which the
Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each
mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this
Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicer or the Special Servicer,
as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer
that is a Servicing Function Participant or an Additional Servicer engaged by the Master Servicer or the Special Servicer for
the servicing of such Serviced Whole Loan, as applicable, including the name and address of any new Sub-Servicer that is a Servicing
Function Participant or an Additional Servicer.


 


For
so long as the Trust (or any Other Securitization that includes a Serviced Companion Loan) is subject to the reporting requirements
of the Exchange Act, by March 1st, commencing in March 2019 (i) the parties listed on Schedule V hereto shall be required
to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant with a copy
to the Master Servicer) (and to any Other Depositor or Other Trustee related to any Other Securitization that includes a Serviced
Companion Loan), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge
(other than with respect to Items 1117 and 1119 of Regulation AB as to such party which shall be reported if actually known by
any Servicing Officer or any lawyer in the in house legal department of such party), in EDGAR Compatible Format (to the extent
available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the
Depositor (or such Other Trustee and Other Depositor) and such party, the form and substance of the Additional Form 10-K Disclosure
described on Schedule V applicable to such party, (ii) the parties listed on Schedule V hereto shall include with
such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit CC and
(iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor
to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received
the necessary Additional Form 10-K Disclosure from the applicable party. No later than March 10th, the Depositor will approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K;
provided that if the


 






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Certificate
Administrator does not receive a response from the Depositor by such time the Depositor will be deemed to have consented to the
inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (iii) above, the Certificate
Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule V
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.
The Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the Certificate Administrator
in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


After
preparing the Form 10-K, on or prior to the 6th Business Day prior to the 10-K Filing Deadline, the Certificate Administrator
shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after
receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approved of such Form 10-K. No later than 5:00 p.m., New York City time,
on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall
sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow
by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof
as provided in Section 10.16, not later than (i) 5:30 p.m. (New York City time) on the 10-K Filing Deadline or (ii) such
other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such
Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on
time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth
in Section 10.10(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 4.02(b),
make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
10.07 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer
or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article
X. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form
10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information
needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad
faith or willful misconduct.


 


Form
10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.”
The Depositor shall notify the Certificate Administrator in writing via email to cts.sec.notifications@wellsfargo.com, no later
than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions
should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in
connection with the securitization contemplated by this Agreement, then the Certificate Administrator shall be deemed to have
notice of such failure (only with respect to Exchange Act


 






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reports
prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided,
further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the
Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice,
in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator
shall be entitled to rely on such notifications in preparing, executing and/or filing any Form 10-K.


 


Section
10.08 Sarbanes-Oxley Certification. Each Form 10-K shall include a certification (the “Sarbanes-Oxley Certification”),
as set forth in Exhibit W attached hereto, required to be included therewith pursuant to the Sarbanes-Oxley Act. Each Reporting
Servicer shall, and each Reporting Servicer shall use commercially reasonable efforts to cause each Servicing Function Participant
(other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Serviced
Mortgage Loans, to provide to the Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization
that includes a Serviced Companion Loan (each such Person, a “Certifying Person”), by March 1st of each year
(commencing in 2019) in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which
any Other Securitization that includes a Serviced Companion Loan is subject to the reporting requirements of the Exchange Act,
a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit O, Exhibit
P, Exhibit Q, Exhibit R, Exhibit T, Exhibit U or Exhibit V, as applicable, upon which each
Certifying Person, the entity for which such Certifying Person acts as an officer, and such entity’s officers, directors
and Affiliates (collectively with the Certifying Persons, “Certification Parties”) can reasonably rely. The
senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying
Person at the Depositor can be contacted at Deutsche Mortgage & Asset Receiving Corporation at 60 Wall Street, New York, New
York 10005, Attention: Lainie Kaye, with a copy to Salvatore Palazzolo, Esq. If any Reporting Servicer is terminated or resigns
pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement, such Reporting Servicer shall provide a Performance
Certification to each Certifying Person pursuant to this Section 10.08 with respect to the period of time it was subject
to this Agreement or the applicable Sub-Servicing Agreement. Notwithstanding the foregoing, the Trustee shall not be required
to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable
to it.


 


Notwithstanding
the foregoing, nothing in this Section 10.08 shall require any Reporting Servicer (i) to certify or verify the accurateness
or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional
Servicer or any other third party retained by it that is not a Sub-Servicer listed on Exhibit X or a Sub-Servicer appointed
pursuant to Section 3.01(c)), (ii) to certify information other than to such Reporting Servicer’s knowledge and in
accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information
and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting
Servicer have been completed except as they have been left blank on their face.


 


Each
Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i)
annual compliance statement provided


 






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pursuant
to Section 10.11, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section
10.12 and (iii) registered public accounting firm attestation report provided pursuant to Section 10.13.


 


For
so long as the Trust is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan
serviced under an Other Pooling and Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts
to procure a Sarbanes-Oxley back-up certification from the Non-Serviced Mortgage Loan Service Providers, in form and substance
similar to a Performance Certification or to the form, if any, provided in the Other Pooling and Servicing Agreement. The Master
Servicer shall promptly forward to the Certificate Administrator and the Depositor any such Sarbanes-Oxley back-up certification
received by the Master Servicer.


 


Section
10.09 Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure (the “8-K
Filing Deadline”) under Form 8-K (each a “Reportable Event”), to the extent it receives the Form
8-K Disclosure Information described below, the Certificate Administrator shall, at the direction of the Depositor, prepare and
file on behalf of the Trust any Form 8-K, as required by the Exchange Act and shall provide notice thereof to Form10K.Compliance@cwt.com,
provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure
or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
Information”) shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Schedule
VI to which such Reportable Event relates and such Form 8-K Disclosure Information shall be delivered to the Depositor and
the Certificate Administrator (and to any Other Depositor and Other Trustee related to any Other Securitization that includes
a Serviced Companion Loan) in EDGAR Compatible Format and approved by the Depositor. The Certificate Administrator will have no
duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than such Form
8-K Disclosure Information which is to be reported by it as set forth on Schedule VI) absent such reporting and approval.


 


For
so long as the Trust (or any Other Securitization that includes a Serviced Companion Loan) is subject to the reporting requirements
of the Exchange Act, the parties listed on Schedule VI hereto shall, to the extent a Servicing Officer or a Responsible
Officer, as the case may be, thereof has actual knowledge, use their commercially reasonable efforts to provide to the Depositor
and the Certificate Administrator (and to any Other Depositor and Other Trustee related to any Other Securitization that includes
a Serviced Companion Loan) within 1 Business Day after the occurrence of the Reportable Event, but shall provide in no event later
than the end of business (New York City time) on the 2nd Business Day after the occurrence of the Reportable Event, the form and
substance of the Form 8-K Disclosure Information described on Schedule VI as applicable to such party, in EDGAR Compatible
Format, or in such other format as otherwise agreed to in advance by the Certificate Administrator and the Depositor (and such
Other Trustee and Other Depositor) and such party and accompanied by an Additional Disclosure Notification in the form attached
hereto as Exhibit CC. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion
of the Form 8-K Disclosure Information on Form 8-K by the end of business on the 2nd Business Day after the Reportable Event;
provided that if the Certificate Administrator does not receive a response from the Depositor by such time as required
under this Agreement the Depositor will be deemed to


 






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have
consented to such Form 8-K Disclosure Information. The Certificate Administrator has no duty under this Agreement to monitor or
enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit
or procure from such parties any Form 8-K Disclosure Information; provided that to the extent that the Certificate Administrator
is notified of such Reportable Event and it does not receive the necessary Form 8-K Disclosure Information, it shall notify the
Depositor that it has not received such information and, provided, further, that the limitation on liability provided
by this sentence shall not be applicable if the Reportable Event relates to the Certificate Administrator or any party that the
Certificate Administrator has engaged to perform its obligations under this Agreement. The Depositor will be responsible for any
reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Form 8-K
Disclosure Information on Form 8-K pursuant to this paragraph.


 


After
preparing the Form 8-K, the Certificate Administrator shall, no later than the end of the Business Day (New York City time) on
the 3rd Business Day after the Reportable Event, forward electronically a copy of the Form 8-K to the Depositor for review and
approval and the Depositor shall promptly notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to the Form 8-K. No later than noon on the 4th Business Day (New York City time) after the Reportable Event, a
duly authorized representative of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed Form
8-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator
shall file such Form 8-K, upon signature thereof as provided in Section 10.16, not later than (i) 5:30 p.m. (New York City
time) on the 4th Business Day following the reportable event or (ii) such other time as the Depositor and the Certificate Administrator
mutually agree is permitted by the Commission for the filing such Form 8-K. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.10(b).
After filing with the Commission, the Certificate Administrator will, pursuant to Section 4.02(b), make available on its
internet website a final executed copy of each Form 8-K prepared and filed by the Certificate Administrator. The parties to this
Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.09 related
to the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance
of their duties under this Section 10.09. The Certificate Administrator shall have no liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such
Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive approved Form
8-K Disclosure Information within the applicable timeframes set forth in this Section 10.09 and not resulting from the
Certificate Administrator’s own negligence, bad faith or willful misconduct (provided that to the extent that the Certificate
Administrator is notified of such Reportable Event and it does not receive the necessary Form 8–K Disclosure Information,
it will notify the Depositor that it has not received such information and further provided that the limitation on liability
provided by this sentence shall not be applicable if the Reportable Event relates to the Certificate Administrator or any party
that the Certificate Administrator has engaged to perform its obligations under this Agreement).


 


In
addition to the foregoing, as to any resignation, removal, succession, merger or consolidation of the Master Servicer or the Special
Servicer that would constitute a Reportable


 






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Event,
upon at least 4 Business Days prior notice of the anticipated effective date of such event, the Certificate Administrator and
the Depositor shall cooperate in a timely manner with the Master Servicer, the Special Servicer or any other Person pursuing such
resignation, removal, succession, merger or consolidation, as applicable, in connection with the Depositor’s or the Certificate
Administrator’s obligation to file any related required Form 8-K relating to this Trust on the anticipated effective date
of such event.


 


For
so long as the Trust is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan
serviced under an Other Pooling and Servicing Agreement, no resignation, removal or replacement of any party to such Other Pooling
and Servicing Agreement that would be required to be reported on a Form 8-K relating to this Trust shall become effective until
the Certificate Administrator shall have filed any required Form 8-K pursuant to this Section 10.09.


 


Section
10.10 Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports.


 


(a)
If at any time the Trust is permitted to suspend its reporting obligations under the Exchange Act, on or before January 30 of
the first year in which the Certificate Administrator is able to do so under applicable law, the Depositor shall direct the Certificate
Administrator to prepare and file any form necessary to be filed with the Commission to suspend such reporting obligations. With
respect to any reporting period occurring after the filing of such form, except with respect to the Other Securitizations, the
obligations of the parties to this Agreement under Section 10.01, Section 10.03, Section 10.06, Section
10.07, Section 10.08 and Section 10.09 with respect to the Trust shall be suspended. The Certificate Administrator
shall provide prompt notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the
Asset Representations Reviewer and the Mortgage Loan Sellers that such form has been filed.


 


(b)           If
the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K, Form 10-D,
Form ABS-EE or Form 10-K required to be filed by this Agreement because required disclosure information either was not delivered
to it or was delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Certificate
Administrator shall promptly notify (which notice (which may be sent by fax or by email notwithstanding the provisions of Section
12.04) shall include the identity of those Reporting Servicers who either did not deliver such information or delivered such
information to it after the delivery deadlines set forth in this Agreement) the Depositor and each Reporting Servicer that failed
to make such delivery. In the case of Form 10-D, Form ABS-EE and Form 10-K, each such Reporting Servicer shall cooperate with
the Depositor and the Certificate Administrator to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A and Form 10-K/A
as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator shall, upon
receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure
information on the next Form 10-D, Form ABS-EE that is required to be filed on behalf of the Trust. In the event that any previously
filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K needs to be amended, the Certificate Administrator shall notify the Depositor
and such other parties as needed and such parties shall cooperate to prepare any necessary Form 8-K/A, Form 10-D/A, Form ABS-EE/A
or Form 10-K/A. In the event that any Reporting Servicer receives notice from the applicable parties to any Other Securitization
that any previously filed


 






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Form
8-K, Form 10-D, Form ABS-EE or Form 10-K needs to be amended, such party shall cooperate in preparation of any necessary Form
8-K/A, Form 10-D/A, Form ABS-EE/A or Form 10-K/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form
10-K shall be signed by the Depositor. The parties to this agreement acknowledge that the performance by the Certificate Administrator
of its duties under this Section 10.10 related to the timely preparation and filing of a Form 12b-25 or any amendment to
Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon the Master Servicer, the Special Servicer and the Depositor performing
their duties under this Section. The Certificate Administrator shall have no liability for any loss, expense, damage or claim
arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to
Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s inability
or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution
or file such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence,
bad faith or willful misconduct.


 


Section
10.11 Annual Compliance Statements. (a) The Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator,
any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated
by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall deliver (and the
Master Servicer, the Special Servicer, the Custodian and the Certificate Administrator shall use commercially reasonable efforts
to cause each Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer
contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (other than any party to this Agreement) with which it has
entered into a servicing relationship with respect to the Serviced Mortgage Loans, to deliver) to the Trustee, the Depositor,
the Certificate Administrator, the Operating Advisor (in the case of the Special Servicer only), each Other Trustee, each Other
Depositor and the 17g-5 Information Provider (who shall promptly post such report to the 17g-5 Information Provider’s Website
pursuant to Section 3.14(d) of this Agreement) on or before March 1st of each year, commencing in 2019, an Officer’s
Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during a reporting
period consisting of the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under
this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer,
has been made under such officer’s supervision and (B) that, to the best of such officer’s knowledge, based on such
review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement
or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such reporting period,
or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to
such officer and the nature and status thereof.


 


(b)           With
respect to any Non-Serviced Mortgage Loan serviced under an Other Pooling and Servicing Agreement, the Certificate Administrator
shall use commercially reasonable efforts to procure an Officer’s Certificate as described in this Section from the Non-Serviced
Mortgage Loan Service Providers in form and substance similar to the Officer’s Certificate described in this Section.


 






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(c)           Promptly
after receipt of each such Officer’s Certificate, the Depositor (and each Other Depositor for any Other Securitization that
includes a Serviced Companion Loan) shall have the right to review such Officer’s Certificate and, if applicable, consult
with each Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, in the fulfillment
of any of the Certifying Servicer’s obligations hereunder or under the applicable sub-servicing agreement. None of the Certifying
Servicers or any Additional Servicer or any Servicing Function Participant shall be required to deliver, or to endeavor to cause
the delivery of, any such Officer’s Certificate until April 15, in any given year so long as it has received written confirmation
from the Depositor (and the Other Depositor for any Other Securitization that includes a Serviced Companion Loan) that a Form
10-K is not required to be filed in respect of the Trust (or, in the case of a Serviced Companion Loan, the related Other Securitization
that includes such Serviced Companion Loan) for the preceding calendar year. If any Certifying Servicer is terminated or resigns
pursuant to the terms of this Agreement or any applicable Sub-Servicing Agreement, as the case may be, such Certifying Servicer
shall provide the Officer’s Certificate pursuant to this Section 10.11 with respect to the period of time it was
subject to this Agreement or the applicable Sub-Servicing Agreement, as the case may be.


 


Section
10.12 Annual Reports on Assessment of Compliance with Servicing Criteria. By March 1st of each year, commencing in March
2019, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of
any Mortgage Loan), the Certificate Administrator, the Custodian, the Trustee (only with respect to any period during which any
Relevant Servicing Criteria was applicable to it), the Operating Advisor and each Servicing Function Participant (each, a “Reporting
Servicer”), each at its own expense, shall furnish (and each Reporting Servicer, as applicable, shall use commercially
reasonable efforts to cause, by March 1st each Servicing Function Participant (other than a party to this Agreement), with which
it has entered into a servicing relationship with respect to the Serviced Mortgage Loans to furnish, each at its own expense,
to the Trustee, the Certificate Administrator, the Depositor (and to the Other Depositor and Other Trustee for any Other Securitization
that includes a Serviced Companion Loan) and the 17g-5 Information Provider (who shall promptly post such report to the 17g-5
Information Provider’s Website pursuant to Section 3.16(d) of this Agreement) in an EDGAR Compatible Format, or in
such other format as otherwise agreed upon by the Certificate Administrator and the Depositor (or such Other Trustee and Other
Depositor, as applicable) a report on an assessment of compliance with the Relevant Servicing Criteria with respect to commercial
mortgage backed securities transactions taken as a whole involving such party that contains (A) a statement by such Reporting
Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting
Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered
by the Form 10-K required to be filed pursuant to Section 10.07, including, if there has been any material instance of
noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D)
a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment
of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant
to this Section 10.12 shall be made available to any Privileged Person by the Certificate Administrator pursuant to Section 4.02(c)
of this Agreement and to any Rating Agency and NRSRO by the 17g-5 Information Provider pursuant to Section 3.16(d) of this Agreement.  


 






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No
later than 10 Business Days after the end of each fiscal year for the Trust (and for any Other Securitization that includes a
Serviced Companion Loan) for which a Form 10-K is required to be filed, the Master Servicer, the Special Servicer and the Operating
Advisor shall each forward to the Certificate Administrator and the Depositor (and to the Other Depositor and Other Trustee for
any Other Securitization that includes a Serviced Companion Loan) the name and contact information of each Servicing Function
Participant engaged by it during such year or portion thereof (except with respect to any Mortgage Loan Seller Sub-Servicer) and
what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function
Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating
Advisor and each Servicing Function Participant submit their respective assessments by March 1st, as applicable, to the Certificate
Administrator (and each Other Trustee), each such party shall also at such time, if it has received the assessment (and attestation
pursuant to Section 10.13) of each Servicing Function Participant engaged by it, include such assessment (and attestation)
in its submission to the Certificate Administrator (and such Other Trustee).


 


Promptly
after receipt of each such report on assessment of compliance, (i) the Depositor (and any Other Depositor for any Other Securitization
that includes a Serviced Companion Loan) shall have the right to review each such report and, if applicable, consult with the
Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor and any
Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria
by the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian, the Trustee
or any Servicing Function Participant, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually,
address the Relevant Servicing Criteria for each party as set forth on Schedule II and notify the Depositor (and each Other Depositor
for an Other Securitization that includes a Serviced Companion Loan) of any exceptions; provided that the Certificate Administrator
shall not be responsible for confirming whether any such party has certified to all the Relevant Servicing Criteria applicable
to it. None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating
Advisor or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such
reports until April 15 in any given year so long as it has received written confirmation from the Depositor (and the Other Depositor
for any Other Securitization that includes a Serviced Companion Loan) that a Form 10-K is not required to be filed in respect
of the Trust (or, in the case of a Serviced Companion Loan, the related Other Securitization that includes such Serviced Companion
Loan) for the preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement,
or any applicable Sub-Servicing Agreement, as the case may be, such Reporting Servicer shall provide the reports and statements
pursuant to this Section 10.12 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing
Agreement, as the case may be.


 


The
parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment
of compliance pursuant to this Section 10.12 by the Master Servicer or the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute
a breach of such parties’ obligations or a Servicer Termination Event or


 






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Operating
Advisor Termination Event, as applicable, under this Agreement unless otherwise provided for in this Agreement.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, with respect to any Non-Serviced Mortgage Loan
serviced under an Other Pooling and Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts
to procure an annual report on assessment of compliance as described in this Section and an attestation as described in Section
10.13 from the Non-Serviced Mortgage Loan Service Providers in form and substance similar to the annual report on assessment
of compliance described in this Section (or in such Other Pooling and Servicing Agreement, as the case may be) and the attestation
described in Section 10.13. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor
any such assessment of compliance received by the Master Servicer. Until such time as the Certificate Administrator receives notice
that the Non-Serviced Mortgage Loan Service Providers no longer have a continuing obligation under the Other Pooling and Servicing
Agreement related to an Other Securitization that includes the related Non-Serviced Companion Loan to provide to the Trust an
annual report on assessment of compliance as described in this Section and an attestation as described in Section 10.13
for any year that the Trust formed under this Agreement is not subject to the reporting requirements of the Exchange Act, the
Certificate Administrator shall notify the Non-Serviced Mortgage Loan Service Providers if such parties fail to deliver to the
Certificate Administrator such assessment of compliance and attestation within the time frame required by such Other Pooling and
Servicing Agreement.


 


Section
10.13 Annual Independent Public Accountants’ Servicing Report. By March 1st, of each year, commencing in March
2019, each Reporting Servicer, each at its own expense, shall cause, and each Reporting Servicer, as applicable, shall use commercially
reasonable efforts to cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered
into a servicing relationship with respect to the Serviced Mortgage Loans, each at such Servicing Function Participant’s
own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer,
the Operating Advisor and such Servicing Function Participant, as the case may be) and that is a member of the American Institute
of Certified Public Accountants to furnish a report to the Trustee, the Certificate Administrator, the Depositor (and to any Other
Depositor and Other Trustee for any Other Securitization that includes a Serviced Companion Loan), the Operating Advisor (in the
case of the Special Servicer only) and the 17g-5 Information Provider (who shall promptly post such report to the 17g-5 Information
Provider’s Website pursuant to Section 3.16(d) of this Agreement) to the effect that (i) it has obtained a representation
regarding certain matters from the management of such Reporting Servicer, which includes an assessment from such Reporting Servicer
of its compliance with the Relevant Servicing Criteria in all material respects, and (ii) on the basis of an examination conducted
by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion
as to whether such Reporting Servicer’s compliance with the Relevant Servicing Criteria was fairly stated in all material
respects, or it cannot express an overall opinion regarding such Reporting Servicer’s assessment of compliance with the
Relevant Servicing Criteria. If an overall opinion cannot be expressed, such registered public accounting firm shall state in
such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted
use language. Notwithstanding the foregoing, the Trustee shall not


 



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be
required to deliver an annual independent public accountants’ servicing report with respect to any period during which there
was no Relevant Servicing Criteria applicable to it.


 


Promptly
after receipt of such report from each Reporting Servicer, (i) the Depositor (and any Other Depositor related to an Other Securitization
that includes a Serviced Companion Loan) shall have the right to review the report and, if applicable, consult with the related
Reporting Servicer as to the nature of any material instance of noncompliance by such Reporting Servicer with the Servicing Criteria
applicable to such person, as the case may be, in the fulfillment of any of such Reporting Servicer’s obligations hereunder
or under any applicable sub-servicing agreement or primary servicing agreement, and (ii) the Certificate Administrator shall confirm
that each assessment submitted pursuant to Section 10.12 is coupled with an attestation meeting the requirements
of this Section and notify the Depositor (and any Other Depositor related to an Other Securitization that includes a Serviced
Companion Loan) of any exceptions; provided, that the Certificate Administrator shall not be responsible for confirming whether
any particular Reporting Servicer has certified to all of the Relevant Servicing Criteria applicable to it. No Reporting Servicer
shall be required to deliver, or to endeavor to cause the delivery of, such reports until April 15 in any given year so long as
it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust (or,
in the case of a Serviced Companion Loan, the related Other Securitization that includes such Serviced Companion Loan) for the
preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable
Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the report pursuant
to this Section 10.13 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing
Agreement or primary servicing agreement, as the case may be.


 


Section
10.14 Exchange Act Reporting Indemnification. Each of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Custodian (if not the Certificate Administrator), the Certificate Administrator and the
Trustee shall indemnify and hold harmless each Certification Party, the Depositor (and any Other Depositor related to an Other
Securitization that includes a Serviced Companion Loan), their respective directors and officers, and each other person who controls
any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and
all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense
and any amounts paid in settlement of any claim or litigation arising out of (i) the failure to perform its obligations to the
Depositor (or any Other Depositor related to an Other Securitization that includes a Serviced Companion Loan) or Certificate Administrator
(or any Other Trustee related to an Other Securitization that includes a Serviced Companion Loan) under this Article X
by the time required, (ii) any untrue statement or alleged untrue statement of a material fact contained in any information (x)
regarding such party or any Servicing Function Participant, Additional Servicer or subcontractor engaged by it (other than any
Mortgage Loan Seller Sub-Servicer), (y) prepared by any such party described in clause (x) or any registered public accounting
firm, attorney or other agent retained by such party to prepare such information and (z) delivered by or on behalf of such party
in connection with the performance of such party’s obligations described in this Article X, or the omission or alleged
omission to state in any such information a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided,


 






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that
the applicable party shall be entitled to participate in any action arising out of the foregoing and the Depositor shall consult
with such party with respect to any litigation or audit strategy, as applicable, in connection with the foregoing and any potential
settlement terms related thereto, (iii) the failure of any Servicing Function Participant or Additional Servicer retained by it
(other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations to the Depositor (or any Other Depositor related to
an Other Securitization that includes a Serviced Companion Loan) or Certificate Administrator (or any Other Trustee related to
an Other Securitization that includes a Serviced Companion Loan) under this Article X by the time required or (iv) any
Deficient Exchange Act Deliverable.


 


In
addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian,
the Certificate Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional
Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor (and each Other Depositor)
as necessary for the Depositor (and such Other Depositor) to conduct any reasonable due diligence necessary to evaluate and assess
any material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements
under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting
Requirements”).


 


In
connection with comments provided to the Depositor or any Other Depositor from the Commission regarding information (x) delivered
by the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered
public accounting firm, attorney or other agent retained by such party to prepare such information, which information is contained
in a report filed by the Depositor or such Other Depositor, as applicable, under the Reporting Requirements and which comments
are received subsequent to the Depositor’s or such Other Depositor’s, as applicable, filing of such report, the Depositor
shall (or such Other Depositor may) promptly provide to such Affected Reporting Party any such comments which relate to such Affected
Reporting Party. Upon receipt of such comments, such Affected Reporting Party shall be responsible for timely preparing a written
response to the Commission for inclusion in the Depositor’s or such Other Depositor’s, as applicable, response to
the Commission, unless such Affected Reporting Party elects, with the consent of the Depositor or such Other Depositor, as applicable
(which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission and negotiate
a response and/or resolution with the Commission; provided, however, if an Affected Reporting Party is a Servicing Function
Participant or Additional Servicer retained by the Master Servicer, the Master Servicer shall receive copies of all material communications
pursuant to this Section 10.14. If such election is made, the applicable Affected Reporting Party shall be responsible
for directly negotiating such response and/or resolution with the Commission in a timely manner; provided, that (i) such
Affected Reporting Party shall use reasonable efforts to keep the Depositor or such Other Depositor, as applicable, informed of
its progress with the Commission and copy the Depositor or such Other Depositor, as applicable, on all correspondence with the
Commission and provide the Depositor or such Other Depositor, as applicable, with the opportunity to participate (at the Depositor’s
or such Other Depositor’s expense, as applicable) in


 






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any
telephone conferences and meetings with the Commission and (ii) the Depositor or such Other Depositor, as applicable, shall cooperate
with any Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and
negotiate directly with the Commission with respect to any comments from the Commission relating to such Affected Reporting Party
and to notify the Commission of such authorization. The Depositor (or such Other Depositor, as applicable) and the Affected Reporting
Party shall cooperate and coordinate with one another with respect to any requests made to the Commission for extension of time
for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor
or such Other Depositor, as applicable (including reasonable legal fees and expenses of outside counsel to the Depositor or such
Other Depositor, as applicable), in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s
or such Other Depositor’s expense, as applicable and as set forth above) and any amendments to any reports filed with the
Commission related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice
from the Depositor or such Other Depositor, as applicable. Each of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee shall use commercially reasonable
efforts to cause any Servicing Function Participant or Additional Servicer retained by it to comply with the foregoing by inclusion
of similar provisions in the related sub-servicing or similar agreement.


 


The
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator
and the Trustee shall use commercially reasonable efforts to cause each Servicing Function Participant (other than any party to
this Agreement) with which it has entered into a servicing relationship with respect to the Serviced Mortgage Loans to indemnify
and hold harmless each Certification Party from and against any losses, damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments and other costs and expenses incurred by such Certification Party arising out of (i) a breach
of its obligations to provide any of the annual compliance statements or annual assessment of servicing criteria or attestation
reports pursuant to this Agreement, or the applicable Sub-Servicing Agreement, as applicable or (ii) any Deficient Exchange Act
Deliverable.


 


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the
Trustee, each Additional Servicer or other Servicing Function Participant (the “Performing Party”) shall, and
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator
and the Trustee shall use commercially reasonable efforts to cause each Servicing Function Participant with which it has entered
into a servicing relationship (other than a party to this Agreement) with respect to the Serviced Mortgage Loans to contribute
to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities of the Certification
Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the one hand and the Performing
Party on the other in connection with a breach of the Performing Party’s obligations pursuant to this Article X.
The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator
and the Trustee shall use commercially reasonable efforts to cause each Servicing Function Participant (other than any party to
this


 






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Agreement)
with which it has entered into a servicing relationship with respect to the Serviced Mortgage Loans to agree to the foregoing
indemnification and contribution obligations.


 


Promptly
after receipt by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party hereunder, notify in writing the indemnifying party of the commencement
thereof; but the omission to so notify the indemnifying party shall not relieve it from any liability which it may have to any
indemnified party under this Agreement except to the extent that such omission to notify materially prejudices the indemnifying
party. In case any such action is brought against any indemnified party, after the indemnifying party has been notified of the
commencement of such action, such indemnifying party shall be entitled to participate therein (at its own expense) and, to the
extent that it may wish, shall be entitled to assume the defense thereof (jointly with any other indemnifying party similarly
notified) with counsel reasonably satisfactory to such indemnified party (which approval shall not be unreasonably withheld or
delayed), and after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof,
the indemnifying party shall not be liable to such indemnified party for any expenses subsequently incurred in connection with
the defense thereof other than reasonable costs of investigation. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless
(i) the indemnifying party and the indemnified party shall have agreed to the retention of such counsel, (ii) the named parties
to any such proceeding (including any impleaded parties and, in the case of an investigation by the Commission, any parties that
are, or whose reporting materials are, the subject of such investigation) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them or (iii) the indemnifying party fails within a reasonable period of time to designate counsel that is reasonably
satisfactory to the indemnified party (which approval shall not be unreasonably withheld or delayed). In no event shall the indemnifying
parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) in any one jurisdiction separate
from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions
in the same jurisdiction arising out of the same general allegations or circumstances. An indemnifying party shall not be liable
for any settlement of any proceeding effected without its written consent. However, if settled with such consent, the indemnifying
party shall indemnify the indemnified party from and against any loss or liability by reason of such settlement to the extent
that the indemnifying party is otherwise required to do so under this Agreement. If an indemnifying party assumes the defense
of any proceeding, it shall be entitled to settle such proceeding with the consent of the indemnified party (which consent shall
not be unreasonably withheld or delayed) or, if such settlement (i) provides for an unconditional release of the indemnified party
in connection with all matters relating to the proceeding that have been asserted against the indemnified party in such proceeding
by the other parties to such settlement and (ii) does not require an admission of fault by the indemnified party, without the
consent of the indemnified party.


 


Section
10.15 Amendments. This Article X may be amended by the written consent of all the parties hereto pursuant to
Section 12.07 for purposes of complying with Regulation AB without, in each case, any Opinions of Counsel, Officer’s
Certificates, Rating


 






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Agency
Confirmations or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement.


 


Section
10.16 Exchange Act Report Signatures; Delivery of Notices. (a) Each Form 8-K report, Form 10-D report, Form 10-K report
and Form ABS-EE shall be signed by the Depositor in accordance with procedures to be agreed upon by the Depositor and the Certificate
Administrator. The signing party at the Depositor can be contacted at Deutsche Mortgage & Asset Receiving Corporation at 60
Wall Street, New York, New York 10005, Attention: Lainie Kaye, with a copy to Salvatore Palazzolo.


 


(b)           Notwithstanding
anything in Section 12.04 to the contrary, any notice required to be delivered to (i) the Depositor under this Article
X shall be properly given if sent by email to cmbs.request@db.com with a copy to anna.glick@cwt.com (or such
other email address as the Depositor may instruct) and (ii) to the Certificate Administrator under this Article X shall
be properly given if sent by facsimile to (410) 884-2380, Attention: Core Services, or such other number as the Certificate Administrator
may instruct and with a copy by email to cts.sec.notifications@wellsfargo.com (or such other email address as the Certificate
Administrator may instruct).


 


(c)           For
the avoidance of doubt:


 


(i)            Neither
Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event, as applicable, pursuant to the second
clause of the definition of “Master Servicer Termination Event” or “Special Servicer Termination Event,”
as applicable, nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided
for in such second clause; provided, that if any such party fails to comply with the requirements of this Article X
by the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event with respect to
such party;


 


(ii)           Neither
Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event, as applicable, pursuant to the last
clause of the definition of “Master Servicer Termination Event” or “Special Servicer Termination Event,”
as applicable, nor shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver any item
required under this Article X by the time required hereunder with respect to any reporting period for which the Trust and
each Other Securitization is not required to file Exchange Act reports.


 


(d)           If
the Certificate Administrator or the Depositor does not receive the report on assessment of compliance and/or attestation report
pursuant to Section 10.12 and 10.13, respectively, with respect to any Servicing Function Participant, or with respect
to any Servicing Function Participant retained or engaged by a party hereto that is actually known by a Responsible Officer of
the Certificate Administrator or the Depositor, as the case may be, by March 1st of any year during which an Annual Report on
Form 10-K is required to be filed with the Commission with respect to the Trust, then the Certificate Administrator shall, and
the Depositor may, forward a Servicer Notice to such Servicing Function Participant or the party hereto that retained or engaged
such Sub-Servicing Function Participant, as the case may be, with a copy of such Servicer Notice to the Depositor (if the Certificate
Administrator is sending


 






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the
Servicer Notice) or the Certificate Administrator (if the Depositor is sending the Servicer Notice), as applicable, within two
(2) Business Days of such failure. For the purposes of this Article X and Section 7.01 of this Agreement, a “Servicer
Notice” shall constitute either any writing forwarded to such party or, in the case of the Master Servicer and the Special
Servicer, notwithstanding the provisions of Section 12.05, e-mail notice or fax notice which, in the case of an email transmission,
shall be forwarded to all of the following e-mail addresses for the applicable party: in the case of the Master Servicer and the
Special Servicer, to the applicable email address as provided in writing by the Master Servicer or the Special Servicer, as applicable,
upon request, or such other e-mail addresses as are provided in writing by the Master Servicer or the Special Servicer, as applicable,
to the Certificate Administrator and the Depositor (but any party to this Agreement (or someone acting on their behalf) shall
only be required to forward any such notice to be delivered to the Master Servicer to no more than three e-mail addresses in the
aggregate in order to fulfill its notification requirements as set forth in the preceding sentence and/or under the provisions
of Section 7.01. Notwithstanding anything herein to the contrary, the forwarding of a Servicer Notice shall not relieve
any Master Servicer or the Special Servicer of any liability under Section 7.01(a)(viii) or Section 7.01(b)(viii),
respectively, for the failure of any Servicing Function Participant or Sub-Servicing Entity to deliver any Exchange Act reporting
items pursuant to this Article X.


 


Section
10.17 Termination of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement,
the Depositor may direct the Trustee to, and the Trustee shall upon such direction, terminate the Certificate Administrator upon
five Business Days’ notice if the Certificate Administrator fails to comply with any of its obligations under this Article
X; provided that (a) such termination shall not be effective until a successor certificate administrator shall have accepted
the appointment, (b) the Certificate Administrator may not be terminated if it cannot perform its obligations due to its failure
to properly prepare or file on a timely basis any Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments to such forms
or any Form 12b-25 where such failure results from the Certificate Administrator’s inability or failure to receive, within
the exact time frames set forth in this Agreement any information, approval, direction or signature from any other party hereto
needed to prepare, arrange for execution or file any such Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments to such
forms or any Form 12b-25 not resulting from its own negligence, bad faith or willful misconduct, (c) the Certificate Administrator
may not be terminated if, following the Certificate Administrator’s failure to comply with any of such obligations under
Section 10.06, Section 10.07, Section 10.09, Section 10.11, Section 10.12 or Section 10.13
on or prior to the dates by which such obligations are to be performed pursuant to, and as set forth in, such Sections the
Certificate Administrator subsequently complies with such obligations before the Depositor gives written notice to it that it
is terminated in accordance with this Section 10.17 and (d) the Certificate Administrator may not be terminated if the
Certificate Administrator’s failure to comply does not cause it to fail in its obligations to timely file the related Form
8-K, Form 10-D, Form ABS-EE or Form 10-K, as the case may be, by the related deadline for filing such Form 8-K, Form 10-D, Form
ABS-EE or Form 10-K, then the Depositor shall cease to have the right to terminate the Certificate Administrator under this Section
10.17 on the date on which such Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is so filed.


 






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Article
XI



THE ASSET REPRESENTATIONS REVIEWER


 


Section
11.01 Asset Review.


 


(a)           On
or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report or the CREFC®
Loan Periodic Update File, the Certificate Administrator shall determine if an Asset Review Trigger has occurred. If an
Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to the Asset
Representations Reviewer, the Master Servicer, the Special Servicer, the Directing Holder and all Certificateholders and each
other party to this Agreement. Any notice required to be delivered to the Certificateholders pursuant to this Article XI
shall be delivered by the Certificate Administrator by posting such notice on the Certificate Administrator’s Website, by
mailing such notice to their addresses appearing in the Certificate Register in the case of Individual Certificates and by delivering
such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form
10-D relating to the reporting period in which the Asset Review Trigger occurred the following date a statement describing the
events that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following mortgage loans identified
below are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.”
On each Distribution Date after providing such notice to Certificateholders, the Certificate Administrator, based on information
provided to it by the Master Servicer or the Special Servicer, shall determine whether (1) any additional Mortgage Loan has become
a Delinquent Mortgage Loan, (2) any Mortgage Loan has ceased to be a Delinquent Mortgage Loan and (3) an Asset Review Trigger
has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2)
or (3), deliver such information in a written notice (which may be via email) substantially in the form attached hereto
as Exhibit LL within 2 Business Days to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and the Directing Holder.


 


If
Certificateholders evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator,
within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting
a vote to commence an Asset Review (such written direction, the “Asset Review Vote Election”), then upon receipt
of the Asset Review Vote Election, the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations
Reviewer and to all Certificateholders and to conduct a solicitation of votes to authorize an Asset Review. Upon the affirmative
vote to authorize an Asset Review by Holders of Certificates evidencing at least a majority of an Asset Review Quorum within 150
days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator
shall promptly provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the
Directing Holder and the Certificateholders. In the event an Affirmative Asset Review Vote has not occurred within such 150-day
period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an
Asset Review and the Asset Representations Reviewer will not be required to review any Delinquent Mortgage Loan unless and until
(A) an additional Mortgage Loan has become a Delinquent Mortgage Loan after the


 






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expiration
of such 150-day period, (B) an additional Asset Review Trigger has occurred as a result or otherwise is in effect, (C) the Certificate
Administrator has timely received any Asset Review Vote Election after the occurrence of the events described in clauses (A) and
(B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election
described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review
Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding
sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such
vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer
any vote in connection with the foregoing through an agent.


 


(b)           (i)
Upon receipt of such notice of an Affirmative Asset Review Vote (the “Asset Review Notice”), the Custodian
(with respect to clauses (1) – (5) for Performing Loans), the Master Servicer (with respect to clauses
(6) and (7) for Performing Loans) and the Special Servicer (with respect to Specially Serviced Loans), in each case
to the extent in such party’s possession, will be required to promptly, but in no event later than 10 Business Days (except
with respect to clause (7)) after receipt of such notice from the Certificate Administrator, provide the following materials
to the asset representations reviewer (collectively, with the Diligence Files, a copy of the Prospectus, a copy of each related
Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 


(1)           a
copy of an assignment of the Mortgage in favor of the Trustee (or the related Other Trustee, in the case of a Non-Serviced Mortgage
Loan), with evidence of recording thereon, for each Delinquent Mortgage Loan that is subject to an Asset Review;


 


(2)           a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee (or the related Other Trustee, in the case of a Non-Serviced Mortgage Loan), with evidence of recording thereon, related
to each Delinquent Mortgage Loan that is subject to an Asset Review;


 


(3)           a
copy of the assignment of all unrecorded documents relating to each Delinquent Mortgage Loan that is subject to an Asset Review,
if not already covered pursuant to items (1) or (2) above;


 


(4)           a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Mortgage Loan that is subject to an Asset Review;


 


(5)           a
copy of an assignment in favor of the Trustee (or the related Other Trustee, in the case of a Non-Serviced Mortgage Loan) of any
financing statement executed and filed in the relevant jurisdiction related to each Delinquent Mortgage Loan that is subject to
an Asset Review;


 


(6)           a
copy of any notice previously delivered by the Master Servicer or the Special Servicer, as applicable, of any alleged defect or
breach with respect to any Delinquent Loan; and


 






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(7)           any
other related documents that were entered into or delivered in connection with the origination of such Mortgage Loan that are
necessary in connection with the Asset Representations Reviewer’s completion of any Asset Review and that are that are reasonably
requested by the Asset Representations Reviewer in the time frame and as otherwise described below.


 


(ii)           If,
as part of an Asset Review of any Mortgage Loan, the Asset Representations Reviewer determines that it is missing any documents
that are required to be a part of the Review Materials for such Mortgage Loan or which were entered into or delivered in connection
with the origination of such Mortgage Loan, in each case that are necessary to review and assess one or more documents comprising
the Diligence File in connection with its completion of any Test, then the Asset Representations Reviewer shall promptly, but
in no event later than 10 Business Days after receipt of the Review Materials identified in clauses (1) through (5)
above, notify (in writing) that the Master Servicer (with respect to Performing Loans) or the Special Servicer (with respect
to Specially Serviced Loans), as applicable, of such missing documents, and provide a written request (in accordance with this
Agreement) that the Master Servicer or the Special Servicer, as applicable, promptly, but in no event later than 10 Business Days
after receipt of such notification from the Asset Representations Reviewer, to deliver to the Asset Representations Reviewer such
missing documents to the extent in its possession; provided that any such notification and/or request shall be in writing,
specifically identify the documents being requested and sent to the notice address for the related party set forth in Section
12.05 of this Agreement. In the event any such missing documents are not provided by the Master Servicer or Special Servicer,
as applicable, within such 10 Business Day period, the Asset Representations Reviewer shall request such documents from the related
Mortgage Loan Seller. The Mortgage Loan Seller will be required under the related Mortgage Loan Purchase Agreement to deliver
such additional documents only to the extent in the possession of such Mortgage Loan Seller; provided that the Mortgage
Loan Seller shall not be required to deliver information that is proprietary to the related originator or Mortgage Loan Seller
or any draft documents or privileged or internal communications.


 


(iii)          The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the related Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in each case in accordance with the Asset Review Standard to be relevant to the Asset Review conducted pursuant to this
Section 11.01 hereof (such information, “Unsolicited Information”).


 


(iv)          Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File posted to the Secure
Data Room with respect to a Delinquent Mortgage Loan, the Asset Representations Reviewer, as an independent contractor, shall
commence a review of the compliance of each Delinquent Mortgage Loan with the representations and warranties related to that Delinquent
Mortgage Loan in accordance with the Asset Review Standard and the procedures set forth on Exhibit JJ


 






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hereto
(such review, the “Asset Review”). The Asset Representations Reviewer shall perform an Asset Review with respect
to each representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Mortgage Loan in
accordance with the procedures set forth on Exhibit JJ (each such procedure, a “Test”); provided,
however, the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review
Materials described in Exhibit JJ, if, and only to the extent, the Asset Representations Reviewer determines pursuant to
the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate
its Asset Review in accordance with the Asset Review Standard. Once an Asset Review of a Mortgage Loan is completed, no further
Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may
continue to be a Delinquent Mortgage Loan or again become a Delinquent Mortgage Loan at a time when a new Asset Review Trigger
occurs and a New Affirmative Asset Review Vote is obtained subsequent to the occurrence of such New Asset Review Trigger.


 


(v)           The
Asset Representations Reviewer will not be permitted to review any information other than (x) the Review Materials, and (y) if
applicable, Unsolicited Information.


 


(vi)          The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)         If
the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and such missing documentation
is not delivered to the Asset Representations Reviewer by the applicable Mortgage Loan Seller, the Master Servicer (with respect
to Performing Loans) or the Special Servicer (with respect to Specially Serviced Loans) within 10 days of the written request
by the Asset Representations Reviewer, then the Asset Representations Reviewer shall list such missing documents in a preliminary
report setting forth the preliminary results of the application of the Tests and the reasons why such missing documents are necessary
to complete a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such documents shall be deemed
to be a failure of such Test. The Asset Representations Reviewer shall provide such preliminary report to the Master Servicer
or the Special Servicer, as applicable, and to the related Mortgage Loan Seller no later than 60 days after the date on which
access to the Diligence Files in the Secure Data Room is made available to the Asset Representations Reviewer by the Certificate
Administrator. If the preliminary report indicates that any of the representations and warranties fails or is deemed to fail any
Test, the related Mortgage Loan Seller shall have 90 days (the “Cure/Contest Period”) to remedy or otherwise
refute the failure. Any documents provided or explanations given to support a conclusion that the representation and warranty
has not failed a Test or that any missing documents in the Review Materials are not required to complete a Test shall be promptly
delivered by the related Mortgage Loan Seller to the Asset Representations Reviewer.


 






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(viii)        The
Asset Representations Reviewer shall, within the later of (x) 60 days after the date on which access to the Diligence Files in
the Secure Data Room is made available to the Asset Representations Reviewer by the Certificate Administrator or (y) 10 days after
the expiration of the Cure/Contest Period, complete an Asset Review with respect to each Delinquent Mortgage Loan and deliver
(i) a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined
there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement and the applicable Mortgage Loan Seller for each Delinquent Mortgage Loan and the Directing Holder
and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer.
The period of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional 30
days, upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations
Reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of
the Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations Reviewer determine
whether any Test failure constitutes a Material Breach or Material Defect, or whether the Trust should enforce any rights it may
have against the applicable Mortgage Loan Seller, which, in each case, shall be a responsibility of the Master Servicer (with
respect to Performing Loans) or the Special Servicer (with respect to Specially Serviced Loans) pursuant to Section 2.03(g)
of this Agreement.


 


(ix)           In
addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the Master
Servicer or the Special Servicer, as applicable, or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations
Reviewer to complete its Asset Review and deliver an Asset Review Report (as such date may have been extended pursuant to this
Agreement), the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the documentation received
by the Asset Representations Reviewer with respect to the related Delinquent Mortgage Loan, and the Asset Representations Reviewer
shall have no responsibility to independently obtain any such documentation from any party to this Agreement.


 


(x)            Within
45 days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Master Servicer (with respect to any Performing
Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall determine whether at that time, based on the Servicing
Standard, whether there exists a Material Breach or Material Defect with respect to such Mortgage Loan. If the Master Servicer
or the Special Servicer, as applicable, determines that a Material Breach or Material Defect exists, the Master Servicer or Special
Servicer, as applicable, shall enforce the obligations of the related Mortgage Loan Seller with respect to such Material Breach
or Material Defect in accordance with Section 2.03(d).


 






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(c)           The
Asset Representations Reviewer and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to
the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement
with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception.
Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice stating
that such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior
written consent of the Special Servicer other than pursuant to a Privileged Information Exception. The Asset Representations Reviewer
shall keep all documents and information received by the Asset Representations Reviewer in connection with an Asset Review that
are provided by the applicable Mortgage Loan Seller, the Master Servicer and the Special Servicer confidential and shall not disclose
such documents or information except (i) for purposes of complying with its duties and obligations under this Agreement, (ii)
if such documents or information become generally available and known to the public other than as a result of a disclosure directly
or indirectly by the Asset Representations Reviewer, (iii) if it is reasonable and necessary for the Asset Representations Reviewer
to disclose such documents or information in working with legal counsel, auditors, taxing authorities or other governmental agencies,
(iv) if such documents or information was already known to the Asset Representations Reviewer and not otherwise subject to a confidentiality
obligation and/or (v) if the Asset Representations Reviewer is required by law, rule, regulation, order, judgment or decree to
disclose such document or information.


 


(d)           The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 11.01; provided that no agent
or subcontractor may (1) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Directing Holder or any of their respective Affiliates or (ii) have been paid any fees, compensation
or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator, the
Trustee, the Directing Holder or any of their respective Affiliates in connection with due diligence or other services with respect
to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations Reviewer shall
remain obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions of this Agreement
without diminution of such obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification
from any Person acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the Asset
Representations Reviewer alone were performing its obligations under this Agreement. The Asset Representations Reviewer shall
be entitled to enter into an agreement with any agent or subcontractor providing for indemnification of the Asset Representations
Reviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 






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Section
11.02 Payment of Asset Representations Reviewer Asset Review Fees and Expenses; Limitation of Liability.


 


(a)           As
compensation for the performance of its duties hereunder, upon the completion of any Asset Review with respect to a Delinquent
Mortgage Loan, the Asset Representations Reviewer shall be entitled to a fee that is a reasonable and customary hourly fee charged
by the Asset Representations Reviewer for similar consulting assignments at the time of such review and any related costs and
expenses; provided that the total payment to the Asset Representations Reviewer shall not be greater than the Asset Representations
Reviewer Fee Cap (the “Asset Representations Reviewer Asset Review Fee”). With respect to an individual Asset
Review Trigger and the Mortgage Loans that are Delinquent Mortgage Loans and are subject to an Asset Review (the “Subject
Loans”), the “Asset Representations Reviewer Fee Cap” shall equal the sum of: (i) $10,250 multiplied
by the number of Subject Loans, plus (ii) $2,000 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged
Property per Subject Loan, plus (iii) $2,000 per Mortgaged Property relating to a Subject Loan subject to a ground lease, plus
(iv) $1,500 per Mortgaged Property relating to a Subject Loan subject to a franchise agreement, hotel management agreement or
hotel license agreement, subject, in the case of each of clauses (i) through (iv), to adjustments on the basis of
the year-end Consumer Price Index for All Urban Consumers, or other similar index if the Consumer Price Index for All Urban Consumers
is no longer calculated, for the year of the Closing Date and for the year of the occurrence of the Asset Review.


 


(b)           [Reserved.]


 


(c)           The
related Mortgage Loan Seller with respect to each Delinquent Mortgage Loan that is subject to an Asset Review shall pay the portion
of the Asset Representations Reviewer Asset Review Fee attributable to the Delinquent Mortgage Loan(s) contributed by it, as allocated
on the basis of the hourly charges and costs and expenses incurred with respect to its related Delinquent Mortgage Loans; provided
that if the total charge for the Asset Representations Reviewer on an hourly fee plus costs and expenses basis would exceed
the Asset Representations Reviewer Fee Cap, each Mortgage Loan Seller’s required payment shall be reduced pro rata
according to its proportion of the total charges until the aggregate amount owed by all Mortgage Loan Sellers is equal to the
Asset Representations Reviewer Fee Cap; provided, however, that if the related Mortgage Loan Seller (i) is insolvent
or (ii) at any time after the outstanding Certificate Balances of the Control Eligible Certificates have been reduced to zero
as a result of the allocation of Realized Losses to such Certificates, fails to pay such amount within 90 days of written request
by the Asset Representations Reviewer, such fee shall be paid by the Trust following delivery by the Asset Representations Reviewer
of evidence reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable, of such insolvency or failure
to pay such amount; provided, further, that notwithstanding any payment of such fee by the issuing entity to the
Asset Representations Reviewer, such fee shall remain an obligation of the related Mortgage Loan Seller and the Master Servicer
or the Special Servicer, as applicable, shall, to the extent consistent with the Servicing Standard, pursue remedies against such
Mortgage Loan Seller in order to seek recovery of such amounts from such Mortgage Loan Seller or its insolvency estate. The Asset
Representations Reviewer Asset Review Fee with respect to a Delinquent Mortgage Loan shall be included in the Purchase Price for
any Mortgage


 






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Loan
that was the subject of a completed Asset Review and that is repurchased by the related Mortgage Loan Seller.


 


(d)           The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


(e)           The
Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer
of all or substantially all of its Asset Representations Reviewer portfolio, provided that: (i) the purchaser or transferee
accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business under
the laws of the United States of America, any state of the United States of America or the District of Columbia, authorized under
such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation or succession that
is permitted under this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator an agreement that
contains an assumption by such person of the due and punctual performance and observance of each covenant and condition to be
performed or observed by the asset representations reviewer under this Agreement from and after the date of such agreement and
(C) is not be a prohibited party under this Agreement; (ii) the Asset Representations Reviewer shall not be released from its
obligations under this Agreement that arose prior to the effective date of such assignment and delegation; (iii) the rate at which
the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated shall not exceed the rate then in
effect and (iv) the resigning Asset Representations Reviewer shall be responsible for the reasonable costs and expenses of each
other party to this Agreement and the Rating Agencies in connection with such transfer. Upon acceptance of such assignment and
delegation, the purchaser or transferee shall provide notice to each party to this Agreement and then will be the successor asset
representations reviewer hereunder.


 


Section
11.03 Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged from its obligations hereunder by giving written notice thereof
to the other parties to this Agreement and the 17g-5 Information Provider. Upon such notice of resignation, the Depositor shall
promptly appoint a successor Asset Representations Reviewer that is an Eligible Asset Representations Reviewer. If no successor
Asset Representations Reviewer shall have been so appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Asset Representations Reviewer may petition any court of competent jurisdiction for the appointment
of a successor Asset Representations Reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer
will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with its resignation.


 


Section
11.04 Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its
Affiliates shall make any investment in any Class of Certificates; provided, however, that such prohibition shall
not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the Asset Representations Reviewer or
(ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate
maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer
under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and
its personnel from gaining access to information regarding the Trust and the Asset


 






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Representations
Reviewer and its personnel from gaining access to such Affiliate’s information regarding its investment activities.


 


Section
11.05 Termination of the Asset Representations Reviewer.


 


(a)           An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:


 


(i)            any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of its representations or warranties under this Agreement, which failure shall continue unremedied for
a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been
given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders
of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates; provided that
if such failure is capable of being cured and the Asset Representations Reviewer is diligently pursuing such cure, such 30 day
period shall be extended by an additional period of 30 days;


 


(ii)           any
failure by the Asset Representations Reviewer to perform in accordance with the Asset Review Standard in any material respect,
which failure shall continue unremedied for a period of 30 days after the date written notice of such failure, requiring the same
to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)          any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of 30 days after the date written notice of such failure, requiring the same to be remedied, is given to the Asset
Representations Reviewer by any party to this Agreement;


 


(iv)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Asset Representations Reviewer, and such decree
or order shall have remained in force undischarged or unstayed for a period of 60 days;


 


(v)           the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)          the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any


 






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applicable
insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its
obligations.


 


Upon
receipt by the Certificate Administrator (which shall be simultaneously delivered to the Asset Representations Reviewer) of written
notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator shall promptly
provide written notice to all Certificateholders in accordance with the notice distribution procedures described in Section
11.01(a), unless the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination
Event has been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case,
so long as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii)
upon the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights shall, terminate all of
the rights and obligations of the Asset Representations Reviewer under this Agreement, other than rights and obligations accrued
prior to such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other
than indemnification rights (arising out of events occurring prior to such termination), by notice in writing to the Asset Representations
Reviewer. The Asset Representations Reviewer shall bear all reasonable costs and expenses of itself and of each other party to
this Agreement in connection with its termination due to an Asset Representations Reviewer Termination Event. Notwithstanding
anything herein to the contrary, the Depositor and each Sponsor shall have the right, but not the obligation, to notify the Certificate
Administrator and the Trustee of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)           Upon
(i) the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights requesting a vote to terminate
and replace the Asset Representations Reviewer with a proposed successor Asset Representations Reviewer that is an Eligible Asset
Representations Reviewer and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses
to be incurred by the Certificate Administrator in connection with administering such vote, the Certificate Administrator shall
promptly provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders by (i) posting such
notice on its internet website, and (ii) mailing such notice to all Certificateholders at their addresses appearing in the Certificate
Register and to the Asset Representations Reviewer. Upon the written direction of holders of Certificates evidencing at least
75% of a Certificateholder Quorum, the Trustee shall terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date of such termination and other
than indemnification rights arising out of events occurring prior to such termination) by notice in writing to the Asset Representations
Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer, on the one hand, and the Certificateholders,
on the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the
termination of the Asset Representations Reviewer. In the event that holders of the certificates evidencing at least 75% of a
Certificateholder Quorum elect to remove the asset representations reviewer without cause and appoint a successor, the successor
Asset Representations Reviewer shall be responsible for all expenses necessary to effect the transfer of responsibilities from
its predecessor.


 






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(c)           On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 11.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 30 days
after (1) the Asset Representations Reviewer resigns pursuant to Section 11.03 of this Agreement or (2) the Trustee delivers
such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor Asset Representations
Reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment of an
Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Directing Holder and each Certificateholder within one Business Day of such appointment.


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately resign
under Section 11.03 of this Agreement and the Trustee shall use commercially reasonable efforts to appoint a successor
Asset Representations Reviewer subject to and in accordance with this Section 11.05. Notwithstanding the foregoing, if
the Trustee is unable to find a successor Asset Representations Reviewer within 30 days of the termination of the Asset Representations
Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for any failure to identify
and appoint a successor asset representations reviewer so long as the Trustee uses commercially reasonable efforts to conduct
a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s negligence, bad
faith or willful misconduct in the performance of its obligations hereunder.


 


(d)           Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor,
the Sponsors, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Holder
and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations
under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination
(including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights
(arising out of events occurring prior to such termination).


 


Article
XII



MISCELLANEOUS PROVISIONS


 


Section
12.01 Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Delivery of an executed
counterpart of a signature page of this Agreement in Portable Document Format (PDF), any


 






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other
electronic format or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of
this Agreement.


 


Section
12.02 Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, or entitle such Certificateholder’s legal representatives or heirs to claim
an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, or otherwise affect
the rights, obligations and liabilities of the parties hereto or any of them.


 


No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of the parties hereto, and nothing herein set forth, or contained
in the terms of the Certificates, shall be construed so as to constitute the Certificateholders from time to time as partners
or members of an association; and no Certificateholder shall be under any liability to any third person by reason of any action
taken by the parties to this Agreement pursuant to any provision hereof.


 


Other
than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described under Section
2.03(k)(i), no Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage
Loan, or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect
to this Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of
default, and of the continuance thereof, as herein before provided, or of the need to institute such suit, action or proceeding
on behalf of the Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates of any Class
evidencing not less than 25% of the related Percentage Interests in such Class shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity
reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby,
and the Trustee, for 60 days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused
to institute any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory
to it against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and
expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders
of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates
to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority
over or preference to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 12.02,
each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 






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No
Certificateholder shall be a “Party in Interest” as described under 11 U.S.C. Section 1109(b) solely by virtue of
its ownership of a Certificate.


 


Section
12.03 Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT,
THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES
TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


Section
12.04 Waiver of Jury Trial; Consent to Jurisdiction. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY
HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED
TO THIS AGREEMENT, ANY ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY
TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH
PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE
FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS
TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY
OF THIS AGREEMENT, ANY ASSIGNMENT OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY ASSIGNMENT.


 


TO
THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY
NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT;
(II) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS;
(III) WAIVES THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING INVOLVING SUCH CLAIMS IN ANY SUCH COURT; AND (IV)
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.


 


Section
12.05 Notices. Unless otherwise specified in this Agreement, all demands, notices and communications hereunder shall
be in writing, shall be deemed to have


 






    -456- 


     


    

 


been
given upon receipt (except that notices to Holders of Class R Certificates or Holders of any Class of Certificates no longer held
through a Depository and instead held in registered, definitive form shall be deemed to have been given upon being sent by first-class
mail, postage prepaid or by overnight courier) as follows:


 


If
to the Trustee, to:


 


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – Benchmark 2018-B4 


 


with
a copy to:


 


E-mail:
cmbstrustee@wilmingtontrust.com


 


If
to the Certificate Administrator, to:


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services — Benchmark 2018-B4


 


with
copies to:



cts.cmbs.bond.admin@wellsfargo.com; and

trustadministrationgroup@wellsfargo.com.


 


If
to the Certificate Administrator in connection with a release or transfer of a Retained Certificate:


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody — Benchmark 2018-B4


 


with
a copy to:



riskretentioncustody@wellsfargo.com


 


If
to the Certificate Registrar in connection with a transfer, exchange or surrender of any Certificate other than a Retained Certificate:


 


Wells
Fargo Bank, National Association

600 South 4th Street

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: CTS – Certificate Transfers Services (CMBS) — Benchmark 2018-B4


 






    -457- 


     


    

 


If
to the Custodian, to:



Wells Fargo Bank, N.A.

Document Custody Group

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Benchmark 2018-B4 – Document Custody Group

Email: CMBSCustody@wellsfargo.com


 


If
to the Depositor, to:



Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye



with a copy via email to:



cmbs.requests@db.com



with a copy to:



Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Anna H. Glick


 


If
to the Operating Advisor, to:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: Benchmark 2018-B4-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com


 


If
to the Asset Representations Reviewer, to:


 


Park
Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: Benchmark 2018-B4-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com


 


If
to the Master Servicer, to:


 






    -458- 


     


    

 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: Benchmark 2018-B4 Asset Manager

Facsimile number: (704) 715-0036


 


With
a copy by email to: commercial.servicing@wellsfargo.com



and with respect to any notice relating to Rating Agency
requests:



RAInvRequests@wellsfargo.com



and with respect to any notice relating to investor
requests:



REAM_InvestorRelations@wellsfargo.com



with a copy to:



Wells Fargo Bank, National Association

Legal Department

301 South College Street

Charlotte, North Carolina 28202-0166

Attention: Commercial Mortgage Servicing Legal Support

Facsimile number: (704) 383-0353

Reference: Benchmark 2018-B4



with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: Benchmark 2018-B4

Fax Number: (704) 353-3190

Email: stacy.ackermann@klgates.com


 






    -459- 


     


    

 


If
to the Special Servicer, to:



CWCapital Asset Management LLC

7501 Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Brian Hanson (Benchmark 2018-B4)



with a copy to:



Email: CWCAMnoticesBenchmark2018-B4@cwcapital.com


 


and
with a copy to:



CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department


 


If
to German American Capital Corporation, as Mortgage Loan Seller, to:



German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
copies via email to:


 


cmbs.requests@db.com


 


If
to JPMorgan Chase Bank, National Association, as Mortgage Loan Seller, to:



JPMorgan Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Kunal Singh

Email: US_CMBS_Notice@jpmorgan.com


 


with
a copy to:



JPMorgan Chase Bank, National Association

4 New York Plaza, 21st Floor

New York, New York 10004

Attention: Bianca A. Russo, Esq.

Email: US_CMBS_Notice@jpmorgan.com


 






    -460- 


     


    

 


If
to Citi Real Estate Funding Inc., as Mortgage Loan Seller, to:



Citi Real Estate Funding Inc.

390 Greenwich Street, 7th Floor

New York, New York 10013

Attention: Richard Simpson

Facsimile: (646) 328-2943


 


with
a copy to:


 


Citi
Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan O’Connor


 


with
copies by electronic mail to:


 


richard.simpson@citi.com,
and ryan.m.oconnor@citi.com


 


If
to Deutsche Bank Securities Inc., as Initial Purchaser or Underwriter, to:



Deutsche Bank Securities Inc.

Commercial Mortgage-Backed Securities

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
copies via email to:


 


cmbs.requests@db.com


 


If
to J.P. Morgan Securities LLC, as Initial Purchaser or Underwriter, to:



J.P. Morgan Securities LLC

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: SPG Syndicate

Email: ABS_Synd@jpmorgan.com


 


with
a copy to:



J.P. Morgan Securities LLC

383 Madison Avenue, 32nd Floor

New York, New York 10179

Attention: Bianca A. Russo, Esq.

Email: US_CMBS_Notice@jpmorgan.com


 


If
to Citigroup Global Markets Inc., as Initial Purchaser or Underwriter, to:


 






    -461- 


     


    

 


Citi
Real Estate Funding Inc.

390 Greenwich Street, 7th Floor

New York, New York 10013

Attention: Richard Simpson

Facsimile: (646) 328-2943


 


with
a copy to:


 


Citi
Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan O’Connor


 


with
copies by electronic mail to:


 


richard.simpson@citi.com,
and ryan.m.oconnor@citi.com


 


If
to Academy Securities, Inc., as Underwriter, to:


 


Academy
Securities, Inc. 


277
Park Avenue 


New
York, New York 10172 


Attention:
Michael Boyd, Chief Compliance Officer 


Facsimile:
(646) 736-3995


 


If
to Drexel Hamilton, LLC, as Underwriter, to:


 


Drexel
Hamilton, LLC 


77
Water Street, Suite 701 


New
York, New York 10005 


Attention:
John D. Kerin 


Facsimile:
(646) 412-1500


 


If
to the initial Directing Holder with respect to any Mortgage Loan, to:



Barings LLC

c/o Barings Real Estate Advisers

One Financial Plaza

Hartford, Connecticut 06103

Attention: Thomas Zitko, Managing Director – Benchmark 2018-B4 CMBS Pool


 


with
a copy to:



Barings Real Estate Advisers

One Financial Plaza

Hartford, Connecticut 061034

Attention: Legal Department – Benchmark 2018-B4 CMBS Pool


 






    -462- 


     


    

 


or,
in the case of the parties to this Agreement, to such other address as such party shall specify by written notice to the other
parties hereto.


 


Solely
to the extent the provisions herein contemplate electronic delivery of information, such information shall be transmitted via
electronic mail with a subject reference to include “Benchmark 2018-B4 Mortgage Trust” (or substantially similar language)
(i) in the case of the Depositor, to cmbs.requests@db.com, (ii) in the case of the Trustee, to cmbstrustee@wilmingtontrust.com,
(iii) in the case of the Certificate Administrator, to the email address specified on the Certificate Administrator’s Website
(and, if no such email address is specified therein, to cts.cmbs.bond.admin@wellsfargo.com), (iv) in the case of the Operating
Advisor, to cmbs.notices@parkbridgefinancial.com, (v) in the case of the Asset Representations Reviewer, to cmbs.notices@parkbridgefinancial.com,
(vi) in the case of the Master Servicer to commercial.servicing@wellsfargo.com, (vii) in the case of the Special Servicer, to
CWCAMnoticesBenchmark2018-B4@cwcapital.com (viii) in the case of German American Capital Corporation, to cmbs.requests@db.com,
(ix) in the case of JPMorgan Chase Bank, National Association, to US_CMBS_Notice@jpmorgan.com, (x) in the case of Citi Real Estate
Funding Inc., to richard.simpson@citi.com and ryan.m.oconnor@citi.com; and, in the case of each Rule 15Ga-1 Notice, cmbs.notice@citi.com,
(xi) in the case of Deutsche Bank Securities Inc., to cmbs.requests@db.com, (xii) in the case of J.P. Morgan Securities LLC, to
ABS_Synd@jpmorgan.com and US_CMBS_Notice@jpmorgan.com, (xiii) in the case of Citigroup Global Markets Inc., to richard.simpson@citi.com
and ryan.m.oconnor@citi.com, (xiv) in the case of Academy Securities, Inc., to mboyd@academysecurities.com and (xv) in the case
of the 17g-5 Information Provider, to 17g5informationprovider@wellsfargo.com; or, in the case of the parties to this Agreement,
to such other electronic mail address as such party shall specify by written notice (which may be electronic) to the other parties
hereto.


 


The
obligation of any party to this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer,
Other Special Servicer, Other Trustee or Other 17g-5 Information Provider shall be effective in each case only to the extent such
party to this Agreement has received notice of the identity and contact information of such Other Depositor, Other Servicer, Other
Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable. Any such party may conclusively rely on the
name and contact information provided by the related Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or
Other 17g-5 Information Provider, as applicable, and shall be entitled to assume that the identity and contact information for
such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable
has not changed, absent receipt of written notice from such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee
or Other 17g-5 Information Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement, of a
change with respect to the identity and contact information for such Other Depositor, Other Servicer, Other Special Servicer,
Other Trustee or Other 17g-5 Information Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement,
as applicable.


 


Section
12.06 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or


 






    -463- 


     


    

 


terms
of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof.


 


Section
12.07 Notice to the Depositor and Each Rating Agency. (a) The Certificate Administrator shall promptly provide notice,
promptly furnish (or make available) to the Depositor, the Underwriters, the Initial Purchasers, the Directing Holder (if no Consultation
Termination Event has occurred and is continuing), the Trustee the related Serviced Companion Loan Noteholder (if any) and the
17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website) with respect
to each of the following of which a Responsible Officer of the Certificate Administrator has actual knowledge:


 


(i)            any
material change or amendment to this Agreement, any Mortgage Loan Purchase Agreement or any Intercreditor Agreement;


 


(ii)           the
occurrence of any Servicer Termination Event that has not been cured;


 


(iii)          the
merger, consolidation, resignation or termination of the Certificate Administrator, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer or the Trustee; and


 


(iv)          the
repurchase of Mortgage Loans pursuant to Section 2.03(e) of this Agreement.


 


(b)           The
Certificate Administrator shall promptly furnish to the Depositor, the Underwriters, the Initial Purchasers, the Directing Holder
and the 17g-5 Information Provider (who shall promptly post such materials to the 17g-5 Information Provider’s Website):


 


(i)            notice
of the final payment to any Class of Certificateholders;


 


(ii)           notice
of any change in the location of the Distribution Accounts, the Interest Reserve Account, or the Gain-on-Sale Reserve Account;
and


 


(iii)          each
report to Certificateholders described in Section 4.02 and Section 3.13 of this Agreement.


 


(c)           The
Master Servicer (or, in the case of items collected pursuant to Section 3.04 and referenced in clause (i) below,
the Special Servicer) shall promptly furnish to the 17g-5 Information Provider (who shall promptly post such materials to the
17g-5 Information Provider’s Website) and the related Other 17g-5 Information Provider (if any):


 


(i)            upon
request, a copy of each rent roll and each operating and other financial statement and occupancy reports, to the extent such information
is required to be delivered under a Mortgage Loan, in each case to the extent collected pursuant to Section 3.03 of this
Agreement or pursuant to Section 3.04 of this Agreement;


 


(ii)           notice
of any change in the location of the Collection Account or any Serviced Whole Loan Collection Account,


 






    -464- 


     


    

 


(iii)          a
copy of any notice with respect to a breach of a representation or warranty with respect to any Mortgage Loan;


 


(iv)          any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer;


 


(v)           any
change in the lien priority of a Mortgage Loan;


 


(vi)          any
new lease of an anchor or a termination of an anchor lease at a retail Mortgaged Property;


 


(vii)         any
material damage to a Mortgaged Property; and


 


(viii)        any
amendment, modification, consent or waiver to or of any provision of a Mortgage Loan or Serviced Whole Loan.


 


(d)           Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.14(d) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, and the Certificate
Administrator and Trustee also shall furnish such other information regarding the Trust Fund as may be reasonably requested by
the Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided
that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth
in Section 3.14(d). Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute a
Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required
hereunder shall be in writing.


 


Notices
to each Rating Agency shall be addressed as follows:


 


DBRS,
Inc. 


333
West Wacker Drive, Suite 1800 


Chicago,
Illinois 60606 


Attention:
Commercial Mortgage Surveillance 


Facsimile
No.: (312) 332-3492 


Email:
cmbs.surveillance@dbrs.com


 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

Email: info.cmbs@fitchratings.com


 






    -465- 


     


    

 


S&P
Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


or
in each case to such other address as any Rating Agency shall specify by written notice to the parties hereto.


 


Section
12.08 Amendment. This Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee
without the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders:


 


(i)            to
cure any ambiguity or to correct any manifest error;


 


(ii)           to
cause the provisions herein or therein to conform or be consistent with or in furtherance of the statements made in the Prospectus
or Private Placement Memorandum with respect to the Certificates, the Trust or this Agreement or to correct or supplement any
provisions herein or therein which may be defective or inconsistent with any other provisions herein or therein;


 


(iii)          to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)          to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor
Trust that would be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and
the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder;


 


(v)           to
modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any
Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to


 






    -466- 


     


    

 


a
federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


 


(vi)          to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any
holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates);


 


(vii)         to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates);


 


(viii)        to
modify the provisions of Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates);


 


(ix)           to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such
amendment shall not adversely


 






    -467- 


     


    

 


affect
in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)            to
modify, eliminate or add to any provisions of this Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and


 


(xi)           to
modify, eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the
Risk Retention Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation
applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required
to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced
by an Opinion of Counsel;


 


provided
that any amendment under this Section 12.08 (a) shall not materially increase the obligations of the Depositor, the
Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5
Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto,
as evidenced in the case of clauses (iii) through (x) above by (1) an Opinion of Counsel or (2) solely in the case of a Certificateholder
of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.


 


This
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior
written consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class
of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates
and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


(1)           reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loan which are
required to be distributed on any Certificate, without the consent of the Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby or


 






    -468- 


     


    

 


which
are required to be distributed to any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;


 


(2)           reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Loan Noteholder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;


 


(3)           adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding;


 


(4)           change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller; or


 


(5)           amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates).


 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend this Agreement to modify, eliminate or add to any of its provisions (i) to
such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or
the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or local
taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of Counsel
(obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


If
neither the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 12.08 shall
be effective with the consent of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Master Servicer and the Special Servicer, in writing, and to the extent required by this Section 12.08, the
Certificateholders and Serviced Companion Loan Noteholders.


 






    -469- 


     


    

 


It
shall not be necessary for the consent of Certificateholders under this Section 12.08 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The method of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders and, if applicable, Serviced
Companion Loan Noteholders, shall be subject to such reasonable regulations as the Trustee may prescribe; provided, that
such method shall always be by affirmation and in writing.


 


Notwithstanding
any contrary provision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless the Trustee
and the Certificate Administrator have received an Opinion of Counsel, at the expense of the Trust Fund (and, in the case of any
Whole Loan, any such expense shall be allocated in accordance with the expense allocation provision of the related Intercreditor
Agreement) confirming that such amendment is authorized or permitted by this Agreement and that all conditions precedent with
respect thereto have been satisfied, respectively, hereunder and such amendment will not cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding, or cause the Grantor Trust to fail to qualify
as a grantor trust, or cause a tax to be imposed on the Trust Fund or any such Trust REMIC or the Grantor Trust.


 


Prior
to the execution of any amendment to this Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer, the Special Servicer and the Master Servicer may request and shall be entitled
to rely conclusively upon an Opinion of Counsel and an Officer’s Certificate, at the expense of the party requesting such
amendment (or, if such amendment is required to maintain the rating issued by any Rating Agency or requested by the Trustee for
any purpose described in clauses (i), (ii) or (iii) of the first sentence of this Section 12.08 (which do not modify or
otherwise relate solely to the obligations, duties or rights of the Trustee), then at the expense of the Trust Fund (and, in the
case of any Whole Loan, any such expense shall be allocated in accordance with the expense allocation provision of the related
Intercreditor Agreement)) confirming that the execution of such amendment is authorized or permitted by this Agreement and that
all conditions precedent with respect thereto have been satisfied. The Trustee, the Certificate Administrator, the Operating Advisor
or the Asset Representations Reviewer may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s,
the Certificate Administrator’s, the Operating Advisor’s or the Asset Representations Reviewer’s own rights,
duties or immunities under this Agreement.


 


Notwithstanding
any contrary provision contained in this Agreement, no amendment shall be made to this Agreement (i) which adversely affects the
rights, including (without limitation) as a third-party beneficiary hereunder, and/or obligations (including, without limitation,
in the case of a Mortgage Loan Seller, under the related Mortgage Loan Purchase Agreement) of any Mortgage Loan Seller, Initial
Purchaser or Underwriter without the written consent of such Mortgage Loan Seller, Initial Purchaser or Underwriter, as applicable
or (ii) which adversely affects (as determined by the applicable Companion Loan Noteholder in good faith) the rights and/or obligations
of any Companion Loan Noteholder without the written consent of such Companion Loan Noteholder.


 


Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same
on the


 






    -470- 


     


    

 


17g-5
Information Provider’s Website pursuant to Section 3.14(d) of this Agreement, and thereafter, the Certificate Administrator
shall furnish a written notification of the substance of such amendment to each Certificateholder, the Depositor, the Master Servicer
(who shall promptly forward such notification to each Serviced Companion Loan Holder, Other Depositor, Other Servicer, Other Special
Servicer and Other Trustee), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, each
Mortgage Loan Seller, the Underwriters and the Initial Purchasers.


 


In
addition, within one (1) Business Day following the execution of any amendment to this Agreement, the party requesting such amendment
shall deliver (or cause to be delivered) such amendment (in EDGAR Compatible Format) to each Serviced Companion Loan Holder, Other
Depositor, Other Servicer, Other Special Servicer and Other Trustee.


 


Notwithstanding
any contrary provision contained in this Agreement, if one but not all of the Notes evidencing a Joint Mortgage Loan is repurchased
by the applicable Mortgage Loan Seller, this Agreement may be amended by the parties hereto (at the expense of the party requesting
such amendment), without the consent of any Certificateholder, to add or modify provisions relating to the applicable Repurchased
Note for purposes of the servicing and administration of such Repurchased Note, provided that the amendment shall not adversely
affect in any material respect the interests of the Certificateholders, as evidenced by a No Downgrade Confirmation from each
Rating Agency (obtained at the expense of the repurchasing Mortgage Loan Seller) with respect to such amendment (or, if no such
No Downgrade Confirmation is actually received, by an opinion of counsel to such effect). Prior to the effectiveness of such amendment,
if one but not all of the Notes with respect to a Joint Mortgage Loan is repurchased, the terms of Article III shall govern
the servicing and administration of such Joint Mortgage Loan.


 


Section
12.09 Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including
the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement be treated
for all purposes as a sale by the Depositor of the Trust Fund to the Trustee. It is, further, not the intention of the parties
that such conveyance be deemed a pledge of the Trust Fund by the Depositor to the Trustee to secure a debt or other obligation
of the Depositor. However, if, notwithstanding the intent of the parties, the Trust Fund is held to continue to be property of
the Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of
the Trust Fund provided for herein shall be deemed to be a grant by the Depositor to the Trustee on behalf of Certificateholders
of a first priority security interest in, and the Depositor hereby grants to the Trustee a security interest in, all of the Depositor’s
right, title and interest in and to, whether now owned or existing or hereafter acquired or arising, the property identified in
clauses (i) through (xiv) of the definition of “Trust Fund” and all proceeds thereof; (c) the possession by the Trustee
(or the Custodian on its behalf) of Mortgage Notes and such other items of property as constitute instruments, money, negotiable
documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the
security interest pursuant to Section 9-313 of the New York Uniform Commercial Code; and (d) notifications to Persons holding
such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications
to, or acknowledgments, receipts or confirmations from, financial


 






    -471- 


     


    

 


intermediaries,
bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The
Depositor shall, and upon the request and direction of the Master Servicer, the Trustee shall, to the extent consistent with this
Agreement (and at the expense of the Trust Fund (and, in the case of any Whole Loan, such expense shall be allocated in accordance
with the expense allocation provision of the related Intercreditor Agreement)), take such actions as may be necessary to ensure
that such security interest is a perfected security interest of first priority under applicable law and will be maintained as
such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether
any of the Certificates are sold, pledged or assigned.


 


Section
12.10 No Intended Third-Party Beneficiaries. Except as specified in Section 12.12 of this Agreement, no Person
other than a party to this Agreement, any Mortgage Loan Seller, any Initial Purchaser, any Underwriter or any Certificateholder
shall have any rights with respect to the enforcement of any of the rights or obligations hereunder. Without limiting the foregoing
and for the avoidance of doubt, subject to Section 12.12 of this Agreement, the parties to this Agreement specifically
state that no Borrower, Manager or other party to a Mortgage Loan is an intended third-party beneficiary of this Agreement.


 


Section
12.11 Entire Agreement. This Agreement (and, with respect to each Whole Loan, together with the related Intercreditor
Agreement) contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof,
and supersedes all prior and contemporaneous agreements, understanding, inducements and conditions, express or implied, oral or
written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersedes any
course of performance or usage of the trade inconsistent with any of the terms hereof.


 


Section
12.12 Third Party Beneficiaries. Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer acknowledge that (i) each Mortgage Loan Seller and Deutsche Bank Securities Inc. are third party beneficiaries with respect
to Section 8.05(h) of this Agreement, the obligations of any party to this Agreement to deliver information to the 17g-5
Information Provider hereunder and the obligations of the 17g-5 Information Provider to post information to the 17g-5 Information
Provider’s Website (or make available to the NRSROs the items referenced in Section 3.13(b) and (d)) and the express
obligations of any party hereto to deliver documents, notices, information or funds to a Mortgage Loan Seller, (ii) each Mortgage
Loan Seller is a third party beneficiary with respect to Section 2.01, Section 2.02, Section 2.03, Section
3.33, Section 8.05, Section 11.01 and Section 12.08 of this Agreement and its rights as a Privileged
Person, (iii) each Initial Purchaser and each Underwriter is a third party beneficiary with respect to its rights to receive any
notices, documents, certifications and/or information hereunder and its rights under Section 12.08 of this Agreement, (iv)
each holder of a Companion Loan and any related Other Depositor is an intended third party beneficiary in respect of the rights
afforded it under this Agreement and may directly (or, in the case of a holder of a Companion Loan, the related Other Servicer
may) enforce such rights, (v) each of the Serviced Companion Loan Service Providers under the applicable Other Pooling and Servicing
Agreement is an intended third party beneficiary under this Agreement with respect to any provision herein expressly relating
to compensation, reimbursement or indemnification of such Serviced Companion Loan Service Provider and the provisions regarding
the coordination of Advances, (vi) each of the Non-Serviced Mortgage


 






    -472- 


     


    

 


Loan
Service Providers under the applicable Other Pooling and Servicing Agreement is an intended third party beneficiary under this
Agreement with respect to any provisions herein relating to (1) the reimbursement of any nonrecoverable advances made with respect
to the applicable Non-Serviced Mortgage Loan by such Persons, (2) the indemnification of each applicable Other Servicer, Other
Special Servicer and Other Trustee and certain other parties pursuant to Section 1.04 or any other section of this Agreement
against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with the related Other Pooling and Servicing Agreement and this Agreement that relate
solely to its servicing of the related Whole Loan and any related reimbursement provisions, (3) the provisions set forth in Section
4.07 of this Agreement regarding advancing coordination and (4) the provisions set forth in Sections 3.29 and 6.07,
as applicable, of this Agreement and (vii) if one, but not all, of the Notes with respect to any Joint Mortgage Loan is repurchased,
the applicable Repurchasing Seller shall be a third party beneficiary of this Agreement to the same extent as if it was a Companion
Loan Noteholder, as contemplated by Section 3.33 hereof.


 


[NO
FURTHER TEXT ON THIS PAGE]


 






    -473- 


     


    

 


IN
WITNESS WHEREOF, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer have caused their names to be signed hereto by their respective officers thereunto
duly authorized all as of the day and year first above written. 





	 	 	 
	 	DEUTSCHE MORTGAGE & ASSET RECEIVING
    CORPORATION, as Depositor
	 	 	 
	 	By:	/s/
    Natalie Grainger
	 	 	Name: Natalie Grainger
	 	 	Title: Director
	 	 	 
	 	By:	/s/ Matt Smith
	 	 	Name: Matt Smith
	 	 	Title: Director
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
    as Master Servicer
	 	 	 
	 	By:	/s/
    Nachette Hadden
	 	 	Name: Nachette Hadden
	 	 	Title:   Director
	 	 	 
	 	CWCAPITAL ASSET MANAGEMENT LLC,
    as Special Servicer
	 	 	 
	 	By:	/s/
    Kathleen Olin
	 	 	Name: Kathleen Olin
	 	 	Title:   Senior Vice President




 


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	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
    as Trustee
	 	 	 
	 	By:	/s/ Drew Davis
	 	 	Name: Drew Davis
	 	 	Title: Vice President 
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
    as Certificate Administrator, Paying Agent and Custodian
	 	 	 
	 	By:	/s/
    Stacey Gross
	 	 	Name: Stacey Gross
	 	 	Title: Vice President







 


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	 	 	PARK
    BRIDGE LENDER SERVICES LLC, as Operating Advisor
	 	 	 	 	 	 
	 	 	By: 	Park Bridge Advisors LLC Its Sole Member
	 	 	 	 	 	 
	 	 	 	By: 	Park Bridge Financial LLC Its Sole Member
	 	 	 	 	 	 
	 	 	 	 	By:	/s/
    Robert J. Spinna, Jr.
	 	 	 	 	 	Name: Robert J. Spinna, Jr.
	 	 	 	 	 	Title: Managing Member
	 	 	 	 	 	 
	 	 	PARK BRIDGE LENDER SERVICES LLC, as Asset Representations
Reviewer
	 	 	 	 	 	 
	 	 	By: 	Park Bridge Advisors LLC Its Sole Member
	 	 	 	 	 	 
	 	 	 	By: 	Park Bridge Financial LLC Its Sole Member
	 	 	 	 	 	 
	 	 	 	 	By:	/s/ Robert J. Spinna, Jr.
	 	 	 	 	 	Name: Robert J. Spinna, Jr.
	 	 	 	 	 	Title: Managing Member







 


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	STATE OF NEW YORK 	)
	 	: ss.:
	COUNTY OF NEW YORK 	)




  


On
the 28 day of June in the year 2018, before me, the undersigned, personally appeared Matt Smith and Natalie Grainger,
personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies),
and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument, and that such individual made such appearance before the undersigned in the New
York (insert the city or other political subdivision and the state or county or other place the
acknowledgment was taken).


 





	 	/s/
    Christine L. Last
	 	Signature and Office of individual
    taking acknowledgment
	 	 	 
	 This instrument prepared by:	[SEAL]	Christine L. Last

    Notary Public - State of New York 

    Qualified in New York County 

    No. 01LA6274862 

    My Commission Expires 1/14/2021
	 	 	 









	Name:	Cadwalader, Wickersham &
    Taft LLP
	Address:	200 Liberty Street
	 	New York, New York 10281












 


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	STATE OF NORTH CAROLINA	 )	 
	 	 ):	ss.
	COUNTY OF MECKLENBURG	 )	 


 


On this 27 day of
June, 2018, personally appeared before me Nachette Hadden , to me known (or proved to me on the basis of
satisfactory evidence) to be a Director of Wells Fargo Bank, National Association, a national banking association, that
executed the within and forgoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed
of said entity, for the use and purpose therein mentioned, and on oath stated that she was authorized to execute said
instrument, and that by her signature on the instrument the entity upon behalf of which she acted, executed the
instrument.


 





	 	/s/ Jamie Isenhower
	 	Notary
	 	Name: Jamie Isenhower
	 	 
	My
                                         Commission expires: November 12, 2022
	JAMIE
                                   ISENHOWER

                                   NOTARY
                                   PUBLIC

                                   CABARRUS COUNTY, NC

                                   My Commission Expires 11-12-2022



 


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	STATE OF MARYLAND	 )	 
	 	 :	ss.:
	COUNTY OF MONTGOMERY	 )	 


 


On
the 26th day of June in the year 2018, before me, the undersigned, personally appeared Kathleen Olin, personally
known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that
by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s)
acted, executed the instrument, and that such individual made such appearance before the undersigned in Bethesda, Maryland
(insert the city or other political subdivision and the state or county or other place the acknowledgment was
taken).


 





	 	/s/
    Sheremee D. Griffin
	 	Signature and Office of individual
    taking acknowledgment
	 	 	 
	 This instrument prepared by:		 
	 	 	 









	Name:	Cadwalader, Wickersham &
    Taft LLP
	Address:	200 Liberty Street
	 	New York, New York 10281












 


	SHEREMEE
    D. GRIFFIN

    NOTARY
                                   PUBLIC

                                   MONTGOMERY COUNTY, MD

                                   MY COMMISSION EXPIRES 11/30/2018	 



 


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	STATE OF Delaware	 )	 
	 	 :	ss.:
	COUNTY OF New Castle	 )	 


 


On
the 11th day of July in the year 2018, before me, the undersigned, personally appeared Drew H. Davis, personally
known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that
by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s)
acted, executed the instrument, and that such individual made such appearance before the undersigned in the Wilmington,
Delaware.


 





	 	/s/
    Christina Bader
	 	Signature and Office of individual
    taking acknowledgment
	 	 	 
	 This instrument prepared by:	CHRISTINA
    BADER

    NOTARY PUBLIC

    STATE OF DELAWARE

    MY COMMISSION 

EXPIRES MARCH 22, 2020
	 	 	 









	Name:	Cadwalader, Wickersham &
    Taft LLP
	Address:	200 Liberty Street
	 	New York, New York 10281



 


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	STATE OF MARYLAND	 )	 
	 	 :	ss.:
	COUNTY OF HOWARD	 )	 


 


On
the 27th day of June in the year 2018, before me, the undersigned, personally appeared Stacey Gross,
personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies),
and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument, and that such individual made such appearance before the undersigned.


 





	 	/s/
    Andrew Crews
	 	Signature and Office of individual
    taking acknowledgment
	 	 	 
	 This instrument prepared by:	ANDREW
    CREWS

    NOTARY PUBLIC

    CECIL COUNTY, MD

    MY COMMISSION EXPIRES OCTOBER 27, 2021
	 	 	 









	Name:	Cadwalader, Wickersham &
    Taft LLP
	Address:	200 Liberty Street
	 	New York, New York 10281




 


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	STATE OF NEW YORK	 )	 
	 	 )	ss:
	COUNTY OF NEW YORK	 )	 





 


On
this 26th day of June, 2018, before me, the undersigned, a Notary Public in and for the State of New York,
duly commissioned and sworn, personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and
acknowledge before me that the is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park
Bridge Advisors LLC, which in turn is the sole member of Park Bridge Lender Services LLC, the entity described in and that
executed the foregoing instrument; and that the signed his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and seal
hereto affixed the day and year first above written.


 





	 	/s/ Niaja Williams Mowatt
	 	 Notary
    Public in and for the

    State of New York
	 	 
	[SEAL]



My Commission expires: 3/31/20



This instrument prepared by:	NIAJA WILLIAMS MOWATT
 Notary Public - State of New York 
 No. 01WI6184241

                                   Qualified In Suffolk County 
 My Commission Expires 3/31/20



 





	Name:	Cadwalader, Wickersham &
    Taft LLP
	Address:	200 Liberty Street
	 	New York, New York 10281


 


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EXHIBIT A-1


 


FORM OF CLASS A-1 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


1 Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement.


 




    	A-1-1



     


    

 


BENCHMARK 2018-B4 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-1


 


	Class A-1 Pass-Through Rate:  3.125%	 	
        CUSIP: 08161HAA8

         

        ISIN: US08161HAA86

         

	Original Aggregate Certificate Balance of the

Class A-1 Certificates: $22,568,000	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date:  August 17, 2018	 	Cut-off Date: The close of business on the later of the related Due Date of such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first Due Date subsequent to July 2018, the date that would have been its Due Date in July 2018 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  May 2023	 	No.: A-1-[_]


 


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-1 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”)
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class S and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as


 






    	A-1-2



     


    

 


“Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-1 Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in August 2018. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class A-1 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer
of immediately


 






    	A-1-3



     


    

 


available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO


 






    	A-1-4



     


    

 


Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 






    	A-1-5



     


    

 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in


 






    	A-1-6



     


    

 


any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC
or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify,
eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as


 






    	A-1-7



     


    

 


evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered 



 






    	A-1-8



     


    

 


	 	 	satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less
than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date or (ii) if 
any of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan or Marina Heights State Farm Mortgage Loan is an asset
of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal Balance of
the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan, that remain
outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date
by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated Pool Balance
of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable at the percentage
threshold specified in clause (ii) above earlier than the Distribution Date in July 2028) by purchasing on such date all, but not
less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 






    	A-1-9



     


    

 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount,
the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than the Class S or Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the


 






    	A-1-10



     


    

 


Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    	A-1-11



     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-1 Certificate to be duly executed.


 


Dated: July 13, 2018


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







  


Certificate of Authentication


 


This is one of the Class A-1
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  




    	A-1-12



     


    

 


EXHIBIT A-2


 


FORM OF CLASS A-2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


1 Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement.


 




    	A-2-1



     


    

 


BENCHMARK 2018-B4 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-2


 


	Class A-2 Pass-Through Rate:  3.976%	 	
        CUSIP: 08161HAB6

         

        ISIN: US08161HAB69

         

	Original Aggregate Certificate Balance of the

Class A-2 Certificates: $137,057,000	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date:  August 17, 2018	 	Cut-off Date: The close of business on the later of the related Due Date of such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first Due Date subsequent to July 2018, the date that would have been its Due Date in July 2018 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  July 2023	 	No.: A-2-[_]


 


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”)
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class S and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of


 






    	A-2-2



     


    

 


the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-2 Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in August 2018. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class A-2 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United


 






    	A-2-3



     


    

 


States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any


 






    	A-2-4



     


    

 


indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as


 






    	A-2-5



     


    

 


provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement


 






    	A-2-6



     


    

 


and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC
or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify,
eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or


 






    	A-2-7



     


    

 


eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 






    	A-2-8



     


    

 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less
than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date or (ii) if 
any of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan or Marina Heights State Farm Mortgage Loan is an asset
of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal Balance of
the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan, that remain
outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date
by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated Pool Balance
of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable at the percentage
threshold specified in clause (ii) above earlier than the Distribution Date in July 2028) by purchasing on such date all, but not
less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 



 






    	A-2-9



     


    

 


	 	 	days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount,
the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than the Class S or Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing


 






    	A-2-10



     


    

 


Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    	A-2-11



     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-2 Certificate to be duly executed.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 


Certificate of Authentication


 


This is one of the Class A-2
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	A-2-12



     


    

 



EXHIBIT A-3


 


FORM OF CLASS A-3 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 



    A-3-1


     


    

 






BENCHMARK 2018-B4 COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-3


 


	Class A-3 Pass-Through Rate:  3.886%	 	
        CUSIP: 08161HAC4

         

        ISIN: US08161HAC43

         

	Original Aggregate Certificate Balance of the

Class A-3 Certificates: $30,000,000	 	Initial Certificate Balance of this Certificate: $[__]
	First Distribution Date: August 17, 2018	 	Cut-off Date: The close of business on the later of the related Due Date of such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first Due Date subsequent to July 2018, the date that would have been its Due Date in July 2018 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date: December 2024	 	No.: A-3-[_]


 


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-3 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer. The
Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”)
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class S and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as


 



    A-3-2


     


    

 


“Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-3 Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in August 2018. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class A-3 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer
of immediately


 



    A-3-3


     


    

 


available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of


 



    A-3-4


     


    

 


Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the


 



    A-3-5


     


    

 


Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency


 



    A-3-6


     


    

 


Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC
or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify,
eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or


 



    A-3-7


     


    

 


eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 



    A-3-8


     


    

 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less
than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date or (ii) if 
any of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan or Marina Heights State Farm Mortgage Loan is an asset
of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal Balance of
the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan, that remain
outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date
by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated Pool Balance
of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable at the percentage
threshold specified in clause (ii) above earlier than the Distribution Date in July 2028) by purchasing on such date all, but not
less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30



 



    A-3-9


     


    

 


	 	 	days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount,
the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than the Class S or Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing


 



    A-3-10


     


    

 


Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    A-3-11


     


    

 





IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-3 Certificate to be duly executed.


 


Dated: July 13, 2018


 


 


	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class
A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 13, 2018


 


	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    A-3-12


     


    

 





EXHIBIT A-4


 


FORM OF CLASS A-SB CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 



    A-4-1


     


    

 






BENCHMARK 2018-B4 COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-SB


 


	Class A-SB Pass-Through Rate: Equal to the lesser of (i) the WAC Rate and (ii) 4.059%	 	
        CUSIP: 08161HAD2

         

        ISIN: US08161HAD26

         

	Original Aggregate Certificate Balance of the

Class A-SB Certificates: $41,328,000	 	Initial Certificate Balance of this Certificate: $[__]
	First Distribution Date: August 17, 2018	 	Cut-off Date: The close of business on the later of the related Due Date of such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first Due Date subsequent to July 2018, the date that would have been its Due Date in July 2018 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date: February 2028	 	No.: A-SB-[_]


 


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-SB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer. The
Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”)
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class S and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of 


 



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the Pooling and Servicing Agreement. To
the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-SB Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in August 2018. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class A-SB Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United


 



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States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any


 



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indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as


 



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provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement


 



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and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC
or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify,
eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or


 



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eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 



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Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less
than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date or (ii) if 
any of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan or Marina Heights State Farm Mortgage Loan is an asset
of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal Balance of
the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan, that remain
outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date
by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated Pool Balance
of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable at the percentage
threshold specified in clause (ii) above earlier than the Distribution Date in July 2028) by purchasing on such date all, but not
less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30



 



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	 	 	days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount,
the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than the Class S or Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing


 



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Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



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IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-SB Certificate to be duly executed.


 


Dated: July 13, 2018


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Certificate of Authentication


 


This is one of the Class
A-SB Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 13, 2018


 


	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



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EXHIBIT A-5


 


FORM OF CLASS A-4 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


1 Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement.


 




    A-5-1


     


    

 


BENCHMARK 2018-B4 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-4


 


	Class A-4 Pass-Through Rate:  3.858%	 	
        CUSIP: 08161HAE0

         

        ISIN: US08161HAE09

	Original Aggregate Certificate Balance of the

Class A-4 Certificates: $240,000,000	 	Initial Certificate Balance of this Certificate: $[__]
	First Distribution Date: August 17, 2018	 	Cut-off Date: The close of business on the later of the related Due Date of such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first Due Date subsequent to July 2018, the date that would have been its Due Date in July 2018 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  April 2028	 	No.: A-4-[_]


 


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-4 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”)
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class S and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of


 



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the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-4 Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in August 2018. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class A-4 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United


 



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States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any


 



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indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as


 



    A-5-5


     


    

 


provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement


 



    A-5-6


     


    

 


and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC
or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify,
eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or


 



    A-5-7


     


    

 


eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 






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Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less
than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date or (ii) if 
any of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan or Marina Heights State Farm Mortgage Loan is an asset
of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal Balance of
the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan, that remain
outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date
by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated Pool Balance
of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable at the percentage
threshold specified in clause (ii) above earlier than the Distribution Date in July 2028) by purchasing on such date all, but not
less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 



 






    A-5-9


     


    

 


	 	 	days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount,
the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than the Class S or Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing


 



    A-5-10


     


    

 


Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-5-11


     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-4 Certificate to be duly executed.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class A-4
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-5-12


     


    

 


EXHIBIT A-6


 


FORM OF CLASS A-5 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


1 Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement.


 




    A-6-1


     


    

 


BENCHMARK 2018-B4 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-5


 


	Class A-5 Pass-Through Rate:  Equal to the lesser of (i) the WAC 

Rate and (ii) 4.121%	 	
        CUSIP: 08161HAF7

         

        ISIN: US08161HAF73

	Original Aggregate Certificate Balance of the

Class A-5 Certificates: $339,983,000	 	Initial Certificate Balance of this Certificate: $[__]
	First Distribution Date: August 17, 2018	 	Cut-off Date: The close of business on the later of the related Due Date of such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first Due Date subsequent to July 2018, the date that would have been its Due Date in July 2018 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination of such Mortgage Loan
	Assumed Final Distribution Date:  June 2028	 	No.: A-5-[_]


 


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-5 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”)
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class S and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of


 



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the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-5 Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in August 2018. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class A-5 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United


 



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States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any


 



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indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange
referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as


 



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provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the
Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement


 



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and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC
or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify,
eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or


 



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eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 






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Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less
than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date or (ii) if 
any of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan or Marina Heights State Farm Mortgage Loan is an asset
of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal Balance of
the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan, that remain
outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date
by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated Pool Balance
of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable at the percentage
threshold specified in clause (ii) above earlier than the Distribution Date in July 2028) by purchasing on such date all, but not
less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30



 






    A-6-9


     


    

 


	 	 	days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount,
the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than the Class S or Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing


 



    A-6-10


     


    

 


Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-6-11


     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-5 Certificate to be duly executed.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 
	 	 By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class A-5
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 
	 	 By:	 
	 	 	Authorized Signatory


 




    A-6-12


     


    


 


EXHIBIT A-7


 


FORM OF CLASS A-M CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 





1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 




    	A-7-1



     


    

 


BENCHMARK 2018-B4 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-M


 


	Class A-M Pass-Through Rate:  Equal to the lesser of (i) the WAC Rate and (ii) 4.311%	 	
        CUSIP: 08161HAH3

         

        ISIN: US08161HAH30

         

	Original Aggregate Certificate Balance of the

Class A-M Certificates: $111,503,000	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date: August 17, 2018	 	Cut-off Date: The close of business on the later of the related Due Date of such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first Due Date subsequent to July 2018, the date that would have been its Due Date in July 2018 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  June 2028	 	No.: A-M-[_]


 


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-M Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”)
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class S and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of


 






    	A-7-2



     


    

 


the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-M Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in August 2018. Holders of this
Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class A-M Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United


 






    	A-7-3



     


    

 


States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any


 






    	A-7-4



     


    

 


indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as


 






    	A-7-5



     


    

 


provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement


 






    	A-7-6



     


    

 


and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC
or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify,
eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or


 






    	A-7-7



     


    

 


eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 






    	A-7-8



     


    

 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less
than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date or (ii) if 
any of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan or Marina Heights State Farm Mortgage Loan is an asset
of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal Balance of
the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan, that remain
outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date
by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated Pool Balance
of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable at the percentage
threshold specified in clause (ii) above earlier than the Distribution Date in July 2028) by purchasing on such date all, but not
less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 



 






    	A-7-9



     


    

 


	 	 	days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount,
the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than the Class S or Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing


 






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Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    	A-7-11



     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-M Certificate to be duly executed.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  


Certificate of Authentication


 


This is one of the Class A-M
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 13, 2018


 


	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  




    	A-7-12



     


    

 


EXHIBIT A-8


 


FORM OF CLASS B CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 




    	A-8-1



     


    

 


BENCHMARK 2018-B4 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS B


 


	Class B Pass-Through Rate:  Equal to the lesser of (i) the WAC Rate and (ii) 4.430%	 	
        CUSIP: 08161HAJ9

         

        ISIN: US08161HAJ95

         

	Original Aggregate Certificate Balance of the

Class B Certificates: $55,028,000	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date:  August 17, 2018	 	Cut-off Date: The close of business on the later of the related Due Date of such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first Due Date subsequent to July 2018, the date that would have been its Due Date in July 2018 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  July 2028	 	No.: B-[_]


 


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer. The
Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”)
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class S and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of


 






    	A-8-2



     


    

 


the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such eleventh day is not a Business Day, then the next Business Day, commencing in August 2018. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class B Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United


 






    	A-8-3



     


    

 


States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any


 






    	A-8-4



     


    

 


indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as


 






    	A-8-5



     


    

 


provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement


 






    	A-8-6



     


    

 


and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC
or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify,
eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or


 






    	A-8-7



     


    

 


eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 






    	A-8-8



     


    

 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less
than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date or (ii) if 
any of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan or Marina Heights State Farm Mortgage Loan is an asset
of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal Balance of
the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan, that remain
outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date
by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated Pool Balance
of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable at the percentage
threshold specified in clause (ii) above earlier than the Distribution Date in July 2028) by purchasing on such date all, but not
less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 



 






    	A-8-9



     


    

 


	 	 	days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount,
the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than the Class S or Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing


 






    	A-8-10



     


    

 


Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    	A-8-11



     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class B Certificate to be duly executed.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  


Certificate of Authentication


 


This is one of the Class B
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	A-8-12



     


    

 


EXHIBIT A-9


 


FORM OF CLASS C CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


1 Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement. 


 




    	A-9-1



     


    

 


BENCHMARK 2018-B4 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS C


 


	Class C Pass-Through Rate:  Equal to the WAC Rate 	 	
        CUSIP: 08161HAK6

         

        ISIN: US08161HAK68

         

	Original Aggregate Certificate Balance of the

Class C Certificates: $49,236,000	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date: August 17, 2018	 	Cut-off Date: The close of business on the later of the related Due Date of such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first Due Date subsequent to July 2018, the date that would have been its Due Date in July 2018 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  July 2028	 	No.: C-[_]


 


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer. The
Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”)
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class S and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of


 






    	A-9-2



     


    

 


the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class C Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such eleventh day is not a Business Day, then the next Business Day, commencing in August 2018. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class C Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United


 






    	A-9-3



     


    

 


States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any


 






    	A-9-4



     


    

 


indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as


 






    	A-9-5



     


    

 


provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement


 






    	A-9-6



     


    

 


and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC
or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify,
eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or


 






    	A-9-7



     


    

 


eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 






    	A-9-8



     


    

 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less
than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date or (ii) if 
any of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan or Marina Heights State Farm Mortgage Loan is an asset
of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal Balance of
the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan, that remain
outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date
by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated Pool Balance
of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable at the percentage
threshold specified in clause (ii) above earlier than the Distribution Date in July 2028) by purchasing on such date all, but not
less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 



 






    	A-9-9



     


    

 


	 	 	days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount,
the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than the Class S or Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing


 






    	A-9-10



     


    

 


Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    	A-9-11



     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class C Certificate to be duly executed.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  


Certificate of Authentication


 


This is one of the Class C
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	A-9-12



     


    

 


EXHIBIT A-10


 


FORM OF CLASS D [RULE 144A] 1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES


 


 






1
For Rule 144A Global Certificates only.


2
For Reg S Global Certificates only.


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






    	A-10-1



     


    

 


LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED
TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT
IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    	A-10-2



     


    

 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 


 






4
For Reg S Global Certificates only.


 




    	A-10-3



     


    

 


BENCHMARK 2018-B4 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS D


 


	Class D Pass-Through Rate:  Equal to (i) the Weighted Average Net Mortgage Pass-Through Rate, minus (ii) 1.75000%, but in any case, not less than 0.000%	 	
        CUSIP:     08161HAQ35

        U0810LAC46

        08161HAR17

         

        ISIN:         US08161HAQ398

        USU0810LAC479

        US08161HAR1210

         

	Original Aggregate Certificate Balance of the

Class D Certificates: $23,000,000	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date: August 17, 2018	 	Cut-off Date: The close of business on the later of the related Due Date of such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first Due Date subsequent to July 2018, the date that would have been its Due Date in July 2018 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  July 2028	 	No.: D-[__]



 

This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer. The
Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as


 


 






5
For Rule 144A Certificates


6
For Regulation S Certificates


7
For IAI Certificates


8
For Rule 144A Certificates


9
For Regulation S Certificates


10
For IAI Certificates


 






    	A-10-4



     


    

 


master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”)
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class S and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such eleventh day is not a Business Day, then the next Business Day, commencing in August 2018. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class D Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The


 






    	A-10-5



     


    

 


“Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    	A-10-6



     


    

 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 






    	A-10-7



     


    

 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect


 






    	A-10-8



     


    

 


the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC
or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating


 






    	A-10-9



     


    

 


Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify,
eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any 



 






    	A-10-10



     


    

 


	 	 	rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less
than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date or (ii) if 
any of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan or Marina Heights State Farm Mortgage Loan is an asset
of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal Balance of
the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan, that remain
outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date
by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated Pool Balance
of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable at the percentage
threshold specified in clause (ii) above earlier than the Distribution Date in July 2028) by purchasing on such date all, but not
less than all, of the Mortgage Loans then included in the Trust Fund, and


 






    	A-10-11



     


    

 


the Trust’s interest in all property acquired in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount,
the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than the Class S or Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 






    	A-10-12



     


    

 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    	A-10-13



     


    

 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class D Certificate to be duly executed.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class D
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	A-10-14



     


    

 


EXHIBIT A-11


 


FORM OF CLASS E-RR [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


 






1
For Rule 144A Global Certificates only.


2
For Reg S Global Certificates only.


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






    	A-11-1



     


    

 


THIS CERTIFICATE IS INTENDED TO CONSTITUTE
PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING
SET FORTH IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE INITIAL PURCHASER
OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS
DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED
TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT
IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 






    	A-11-2



     


    

 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 


 






4
For Reg S Global Certificates only. 


 




    	A-11-3



     


    

 


BENCHMARK 2018-B4 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS E-RR


 


	Class E-RR Pass-Through Rate:  Equal to WAC Rate	 	
        CUSIP:     08161HAS95

        U0810LAD26

        08161HAT77

         

        ISIN:        US08161HAS948

        USU0810LAD209

        US08161HAT7710

         

	Original Aggregate Certificate Balance of the

Class E-RR Certificates: $34,924,000	 	Initial Certificate Balance of this Certificate: $[_____]
	 	 	 
	First Distribution Date: August 17, 2018	 	Cut-off Date: The close of business on the later of the related Due Date of such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first Due Date subsequent to July 2018, the date that would have been its Due Date in July 2018 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: July 2028	 	No.: E-RR-[__]


 


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class E-RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as


 


 






5
For Rule 144A Certificates


6
For Regulation S Certificates


7
For IAI Certificates


8
For Rule 144A Certificates


9
For Regulation S Certificates


10
For IAI Certificates


 






    	A-11-4



     


    

 


master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”)
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class S and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class E-RR Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in August 2018.


 


During each Interest
Accrual Period (as defined below), interest on the Class E-RR Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month


 






    	A-11-5



     


    

 


immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    	A-11-6



     


    

 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 






    	A-11-7



     


    

 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect


 






    	A-11-8



     


    

 


the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC
or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating


 






    	A-11-9



     


    

 


Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify,
eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any 



 






    	A-11-10



     


    

 


	 	 	rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less
than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date or (ii) if 
any of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan or Marina Heights State Farm Mortgage Loan is an asset
of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal Balance of
the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan, that remain
outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date
by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated Pool Balance
of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable at the percentage
threshold specified in clause (ii) above earlier than the Distribution Date in July 2028) by purchasing on such date all, but not
less than all, of the Mortgage Loans then included in the Trust Fund, and


 






    	A-11-11



     


    

 


the Trust’s interest in all property acquired in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount,
the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than the Class S or Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 






    	A-11-12



     


    

 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    	A-11-13



     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class E-RR Certificate to be duly executed.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class E-RR
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	A-11-14



     


    

 


EXHIBIT A-12


 


FORM OF CLASS F-RR [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 





 






1 For Rule
144A Global Certificates only.


2 For Reg S Global Certificates only.


3 Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.


 






    	A-12-1



     


    

 


THIS CERTIFICATE IS INTENDED TO CONSTITUTE
PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING
SET FORTH IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE INITIAL PURCHASER
OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS
DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED
TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT
IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 






    	A-12-2



     


    

 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S
INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY
SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO
ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND
THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS
OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER
A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH
AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS
AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE
REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION
OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR,


 






    	A-12-3



     


    

 


THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE INITIAL PURCHASERS, THE UNDERWRITERS OR THE ASSET REPRESENTATIONS
REVIEWER TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS
A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN
AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING
OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407
OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 


 






4
For Reg S Global Certificates only.


 




    	A-12-4



     


    

 


BENCHMARK 2018-B4 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS F-RR


 


	Class F-RR Pass-Through Rate:  Equal to WAC Rate	 	
        CUSIP:    08161HAU45

        U0810LAE06

        08161HAV27

         

        ISIN:        US08161HAU418

        USU0810LAE039

        US08161HAV2410

         

	Original Aggregate Certificate Balance of the

Class F-RR Certificates: $21,721,000	 	Initial Certificate Balance of this Certificate: $[_____]
	 	 	 
	First Distribution Date: August 17, 2018	 	Cut-off Date: The close of business on the later of the related Due Date of such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first Due Date subsequent to July 2018, the date that would have been its Due Date in July 2018 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: July 2028	 	No.: F-RR-[__]


 


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class F-RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as


 


 






5
For Rule 144A Certificates


6
For Regulation S Certificates


7
For IAI Certificates


8
For Rule 144A Certificates


9
For Regulation S Certificates


10
For IAI Certificates


 






    	A-12-5



     


    

 


master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”)
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class S and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class F-RR Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in August 2018.


 


During each Interest
Accrual Period (as defined below), interest on the Class F-RR Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month


 






    	A-12-6



     


    

 


immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    	A-12-7



     


    

 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 






    	A-12-8



     


    

 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect


 






    	A-12-9



     


    

 


the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC
or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating


 






    	A-12-10



     


    

 


Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify,
eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any 



 






    	A-12-11



     


    

 


	 	 	rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less
than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date or (ii) if 
any of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan or Marina Heights State Farm Mortgage Loan is an asset
of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal Balance of
the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan, that remain
outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date
by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated Pool Balance
of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable at the percentage
threshold specified in clause (ii) above earlier than the Distribution Date in July 2028) by purchasing on such date all, but not
less than all, of the Mortgage Loans then included in the Trust Fund, and


 






    	A-12-12



     


    

 


the Trust’s interest in all property acquired in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount,
the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than the Class S or Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 






    	A-12-13



     


    

 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    	A-12-14



     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class F-RR Certificate to be duly executed.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class F-RR
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  




    	A-12-15



     


    

 


EXHIBIT A-13


 


FORM OF CLASS G-RR [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


 






1
For Rule 144A Global Certificates only.


2
For Reg S Global Certificates only.


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






    	A-13-1



     


    

 


THIS CERTIFICATE IS INTENDED TO CONSTITUTE
PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING
SET FORTH IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE INITIAL PURCHASER
OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS
DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED
TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT
IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 






    	A-13-2



     


    

 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S
INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY
SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO
ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND
THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS
OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER
A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH
AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS
AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE
REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION
OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR,


 






    	A-13-3



     


    

 


THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE INITIAL PURCHASERS, THE UNDERWRITERS OR THE ASSET REPRESENTATIONS
REVIEWER TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS
A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN
AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING
OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407
OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 


 






4
For Reg S Global Certificates only.


 




    	A-13-4



     


    

 


BENCHMARK 2018-B4 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS G-RR


 


	Class G-RR Pass-Through Rate:  Equal to WAC Rate	 	
        CUSIP:     08161HAW05

        U0810LAF76

        08161HAX87

         

        ISIN:        US08161HAW078

        USU0810LAF779

        US08161HAX8910

         

	Original Aggregate Certificate Balance of the

Class G-RR Certificates: $11,585,000	 	Initial Certificate Balance of this Certificate: $[_____]
	 	 	 
	First Distribution Date: August 17, 2018	 	Cut-off Date: The close of business on the later of the related Due Date of such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first Due Date subsequent to July 2018, the date that would have been its Due Date in July 2018 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: July 2028	 	No.: G-RR-[__]


 


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class G-RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as


 


 






5
For Rule 144A Certificates 


6
For Regulation S Certificates 


7
For IAI Certificates 


8
For Rule 144A Certificates 


9
For Regulation S Certificates 


10
For IAI Certificates


 






    	A-13-5



     


    

 


master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”)
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class S and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class G-RR Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in August 2018.


 


During each Interest
Accrual Period (as defined below), interest on the Class G-RR Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month


 






    	A-13-6



     


    

 


immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    	A-13-7



     


    

 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 






    	A-13-8



     


    

 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect


 






    	A-13-9



     


    

 


the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC
or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating


 






    	A-13-10



     


    

 


Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify,
eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any 



 






    	A-13-11



     


    

 


	 	 	rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less
than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date or (ii) if 
any of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan or Marina Heights State Farm Mortgage Loan is an asset
of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal Balance of
the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan, that remain
outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date
by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated Pool Balance
of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable at the percentage
threshold specified in clause (ii) above earlier than the Distribution Date in July 2028) by purchasing on such date all, but not
less than all, of the Mortgage Loans then included in the Trust Fund, and


 






    	A-13-12



     


    

 


the Trust’s interest in all property acquired in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount,
the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than the Class S or Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 






    	A-13-13



     


    

 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    	A-13-14



     


    

 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class G-RR Certificate to be duly executed.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class G-RR
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  




    	A-13-15



     


    

 


EXHIBIT A-14


 


FORM OF CLASS H-RR [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 





 






1
For Rule 144A Global Certificates only.


2
For Reg S Global Certificates only.


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






     A-14-1


     


    

 


THIS CERTIFICATE IS INTENDED TO CONSTITUTE
PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING
SET FORTH IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE INITIAL PURCHASER
OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS
DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED
TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT
IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 






     A-14-2


     


    

 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S
INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY
SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO
ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND
THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS
OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION
UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER
A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH
AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS
AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE
REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION
OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR,


 






     A-14-3


     


    

 


THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE INITIAL PURCHASERS, THE UNDERWRITERS OR THE ASSET REPRESENTATIONS
REVIEWER TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS
A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN
AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING
OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407
OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 


 






4
For Reg S Global Certificates only.


 




     A-14-4


     


    

 


BENCHMARK 2018-B4 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS H-RR


 


	Class H-RR Pass-Through Rate:  Equal to WAC Rate	 	
        CUSIP:     08161HAY65

        U0810LAG56

        08161HAZ37

         

        ISIN:        US08161HAY628

        USU0810LAG509

        US08161HAZ3810

         

	Original Aggregate Certificate Balance of the

Class H-RR Certificates: $40,547,279	 	Initial Certificate Balance of this Certificate: $[_____]
	 	 	 
	First Distribution Date: August 17, 2018	 	Cut-off Date: The close of business on the later of the related Due Date of such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first Due Date subsequent to July 2018, the date that would have been its Due Date in July 2018 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: July 2028	 	No.: H-RR-[__]


 


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class H-RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as


 


 






5
For Rule 144A Certificates


6
For Regulation S Certificates


7
For IAI Certificates


8
For Rule 144A Certificates


9
For Regulation S Certificates


10
For IAI Certificates


 






     A-14-5


     


    

 


master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”)
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class S and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class H-RR Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the next Business Day, commencing in August 2018.


 


During each Interest
Accrual Period (as defined below), interest on the Class H-RR Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month


 






     A-14-6


     


    

 


immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 






     A-14-7


     


    

 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 






     A-14-8


     


    

 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect


 






     A-14-9


     


    

 


the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC
or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating


 






     A-14-10


     


    

 


Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify,
eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any 



 






     A-14-11


     


    

 


	 	 	rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less
than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date or (ii) if 
any of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan or Marina Heights State Farm Mortgage Loan is an asset
of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal Balance of
the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan, that remain
outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date
by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated Pool Balance
of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable at the percentage
threshold specified in clause (ii) above earlier than the Distribution Date in July 2028) by purchasing on such date all, but not
less than all, of the Mortgage Loans then included in the Trust Fund, and


 






     A-14-12


     


    

 


the Trust’s interest in all property acquired in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount,
the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than the Class S or Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 






     A-14-13


     


    

 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




     A-14-14


     


    

 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class H-RR Certificate to be duly executed.


 


Dated: July 13, 2018


 








	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 


Certificate of Authentication


 


This is one of the Class H-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




     A-14-15


     


    

 


EXHIBIT A-15


 


FORM OF CLASS X-A CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]11


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-A CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-A CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-A CERTIFICATES IS EQUAL TO AN AMOUNT AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 






11
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 




     A-14-16


     


    

 


BENCHMARK 2018-B4 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS X-A


 


	Class X-A Pass-Through Rate:  Variable	 	
        CUSIP: 08161HAG5

         

        ISIN:     US08161HAG56

         

	Original Aggregate Notional Balance of the

Class X-A Certificates: $922,439,000	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date: August 17, 2018	 	Cut-off Date: The close of business on the later of the related Due Date of such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first Due Date subsequent to July 2018, the date that would have been its Due Date in July 2018 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  June 2028	 	No.: X-A-[_]


 


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”)
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class S and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of


 






     A-14-17


     


    

 


the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-A Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such eleventh day is not a Business Day, then the next Business Day, commencing in August 2018. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class X-A Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United


 






     A-14-18


     


    

 


States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any


 






     A-14-19


     


    

 


indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as


 






     A-14-20


     


    

 


provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement


 






     A-14-21


     


    

 


and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC
or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify,
eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or


 






     A-14-22


     


    

 


eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



   


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 






     A-14-23


     


    

 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less
than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date or (ii) if 
any of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan or Marina Heights State Farm Mortgage Loan is an asset
of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal Balance
of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan, that remain
outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date
by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated Pool Balance
of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable at the percentage
threshold specified in clause (ii) above earlier than the Distribution Date in July 2028) by purchasing on such date all, but
not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired
in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 



 






     A-14-24


     


    

 


	 	 	days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount,
the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than the Class S or Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing


 






     A-14-25


     


    

 


Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




     A-14-26


     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class X-A Certificate to be duly executed.


 


Dated: July 13, 2018


 








	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 


Certificate of Authentication


 


This is one of the Class X-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  




     A-14-27


     


    

 


EXHIBIT A-16


 


FORM OF CLASS X-B [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


 






1
For Rule 144A Global Certificates only.


2
For Reg S Global Certificates only.


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






    A-15-1


    


    

 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE
REGISTRAR, THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER
IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-B CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-B CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-B CERTIFICATES IS EQUAL TO AN AMOUNT AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 





 



4
For Reg S Global Certificates only.


 




    A-15-2


    


    

 


BENCHMARK 2018-B4 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-B


 


	
        Class X-B Pass-Through Rate: Variable

         
	 	
        CUSIP:     08161HAL45

        U0810LAA86

        08161HAM27

         

        ISIN:        US08161HAL428

        USU0810LAA809

        US08161HAM2510

         

	Original Aggregate Notional Balance of the

Class X-B Certificates:  $55,028,000	 	Initial Notional Balance of this Certificate:  $[_____]
	 	 	 
	First Distribution Date:  August 17, 2018	 	Cut-off Date:  The close of business on the later of the related Due Date of such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first Due Date subsequent to July 2018, the date that would have been its Due Date in July 2018 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  July 2028	 	No.:  X-B-[__]


 


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


 


 






5
For Rule 144A Certificates 


6
For Regulation S Certificates


7
For IAI Certificates


8
For Rule 144A Certificates


9
For Regulation S Certificates


10
For IAI Certificates


 






    A-15-3


    


    

 


The Pooling and Servicing
Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”)
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class S and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such eleventh day is not a Business Day, then the next Business Day, commencing in August 2018. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class X-B Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Balance hereof.


 






    A-15-4


    


    

 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be


 






    A-15-5


    


    

 


invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered.


 






    A-15-6


    


    

 


Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel


 






    A-15-7


    


    

 


(at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC
or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of


 






    A-15-8


    


    

 


the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify,
eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 






    A-15-9


    


    

 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less
than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date or (ii) if 
any of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan or Marina Heights State Farm Mortgage Loan is an asset
of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal Balance of
the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan, that remain
outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date
by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated Pool Balance
of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable at the percentage
threshold


 






    A-15-10


    


    

 


specified in clause (ii) above earlier than the Distribution Date in July 2028) by purchasing on such date all, but not
less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount,
the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than the Class S or Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any


 






    A-15-11


    


    

 


determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-15-12


    


    

 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class X-B Certificate to be duly executed.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class X-B
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-15-13


    


    

 


EXHIBIT A-17


 


FORM OF CLASS X-D [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


 






1
For Rule 144A Global Certificates only.


2
For Reg S Global Certificates only.


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






    A-16-1


    


    

 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-D CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-D CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-D CERTIFICATES IS EQUAL TO AN AMOUNT AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4




 


 


 






4
For Reg S Global Certificates only.


 






    A-16-2


    


    

 


BENCHMARK 2018-B4 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-D


 


	Class X-D Pass-Through Rate:  Variable	 	
        CUSIP:    08161HAN05

        U0810LAB66

        08161HAP57

        

        

         

        ISIN:       US08161HAN088

        USU0810LAB639

        US08161HAP5510

         

	Original Aggregate Notional Balance of the

Class X-D Certificates:  $23,000,000	 	Initial Notional Balance of this Certificate:  $[_____]
	 	 	 
	First Distribution Date: August 17, 2018	 	Cut-off Date:  The close of business on the later of the related Due Date of such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first Due Date subsequent to July 2018, the date that would have been its Due Date in July 2018 under the terms of that Mortgage Loan if a Periodic Payment were scheduled to be due in that month) and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  July 2028	 	No.:  X-D-[__]


 


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


 


 






5
For Rule 144A Certificates 


6
For Regulation S Certificates


7
For IAI Certificates


8
For Rule 144A Certificates


9
For Regulation S Certificates


10
For IAI Certificates


 






    A-16-3


    


    

 


The Pooling and Servicing
Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”)
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class S and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such eleventh day is not a Business Day, then the next Business Day, commencing in August 2018. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class X-D Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Balance hereof.


 






    A-16-4


    


    

 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be


 






    A-16-5


    


    

 


invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered.


 






    A-16-6


    


    

 


Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel


 






    A-16-7


    


    

 


(at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC
or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of


 






    A-16-8


    


    

 


the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify,
eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 






    A-16-9


    


    

 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less
than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date or (ii) if 
any of the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan or Marina Heights State Farm Mortgage Loan is an asset
of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal Balance of
the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan, that remain
outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date
by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated Pool Balance
of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable at the percentage
threshold


 






    A-16-10


    


    

 


specified in clause (ii) above earlier than the Distribution Date in July 2028) by purchasing on such date all, but not
less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount,
the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than the Class S or Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any


 






    A-16-11


    


    

 


determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-16-12


    


    

 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class X-D Certificate to be duly executed.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  


Certificate of Authentication


 


This is one of the Class X-D
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory





 




    A-16-13


    


    

 


EXHIBIT A-18


 


FORM OF CLASS S CERTIFICATE


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS, OR (4) TO INSTITUTIONS
THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED
TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT
IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE


 






    	A-18-1



     


    

 


MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR
(B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE
INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN
INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT
TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
ANY SUCH PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE
FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT.


 




    	A-18-2



     


    

 


BENCHMARK 2018-B4 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS S


 


	No.: S-1	 	
        Percentage Interest: [__]%

         

        CUSIP: 08161HBA7 1

         

        ISIN:     US08161HBA77
2



 


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class S Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer. The
Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”)
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class S and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a beneficial ownership interest in a portion of the Excess Interest collected on the ARD Loans and amounts held from time to time
in the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage


 


 






1
For Rule 144A Certificates 


2
For Rule 144A Certificates


 






    	A-18-3



     


    

 


Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class S Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such eleventh day is not a Business Day, then the next Business Day, commencing in August 2018. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate


 






    	A-18-4



     


    

 


Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class S Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 






    	A-18-5



     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely


 






    	A-18-6



     


    

 


affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such


 






    	A-18-7



     


    

 


modification does not adversely affect the status of any Trust REMIC as a REMIC
or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify,
eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the 



 






    	A-18-8



     


    

 


	 	 	requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less
than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date or (ii) if 
any of the 181 Fremont Street Mortgage Loan, 636 11th


 






    	A-18-9



     


    

 


Avenue Mortgage Loan or Marina Heights State Farm Mortgage Loan is an asset
of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal Balance of
the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan, that remain
outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date
by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated Pool Balance
of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable at the percentage
threshold specified in clause (ii) above earlier than the Distribution Date in July 2028) by purchasing on such date all, but not
less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount,
the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than the Class S or Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties


 






    	A-18-10



     


    

 


to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    	A-18-11



     


    

 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class S Certificate to be duly executed.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  


Certificate of Authentication


 


This is one of the Class S
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	A-18-12



     


    

 


EXHIBIT A-19


 


FORM OF CLASS R CERTIFICATE


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(l) OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN
AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE
TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF
SUCH PERSON OR ANY OTHER U.S. PERSON, (C) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO CONTINUE TO PAY
ITS DEBTS AS THEY COME DUE IN THE FUTURE, AND (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY
BECOME DUE. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE
IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. BECAUSE
THIS CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC RESIDUAL INTERESTS,” AS DEFINED IN TREASURY REGULATIONS SECTION
1.860E-1(c), TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY
SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO PAY A SPECIFIED AMOUNT TO THE


 






    	A-19-1



     


    

 


PROPOSED TRANSFEREE
OR TRANSFER TO AN ELIGIBLE TRANSFEREE AS PROVIDED IN REGULATIONS.


 


THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE AGREED TO CONSENT TO ACT AS “TAX MATTERS PERSON” AND “PARTNERSHIP REPRESENTATIVE”
(AS DEFINED IN CODE SECTION 6223, TO THE EXTENT SUCH PROVISION IS APPLICABLE TO THE TRUST REMICS) OF THE UPPER-TIER REMIC AND THE
LOWER-TIER REMIC AND TO THE APPOINTMENT OF THE CERTIFICATE ADMINISTRATOR AS ATTORNEY-IN-FACT AND AGENT FOR THE “TAX MATTERS
PERSON” AND “PARTNERSHIP REPRESENTATIVE” OR AS OTHERWISE PROVIDED IN THE POOLING AND SERVICING AGREEMENT TO PERFORM
THE FUNCTIONS OF A “TAX MATTERS PARTNER” AND “PARTNERSHIP REPRESENTATIVE” FOR PURPOSES OF SUBCHAPTER C
OF CHAPTER 63 OF SUBTITLE F OF THE CODE.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED
TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT
IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 






    	A-19-2



     


    

 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR
(B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE
INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN
INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT
TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
ANY SUCH PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE
FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT. 


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 




    	A-19-3



     


    

 


BENCHMARK 2018-B4 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS R


 


	No.: R-1	Percentage Interest: [__]%
	 	
         

        CUSIP: 08161HBB5 1

         

        ISIN: US08161HBB50
2



 


This certifies that [              ]
is the registered owner of the Percentage Interest evidenced by this Certificate in the Class R Certificates issued by the Trust
Fund. The Class R Certificateholder is not entitled to interest or principal distributions. The Class R Certificateholder
will be entitled to receive the proceeds of the remaining assets of the Upper-Tier REMIC, if any, on the Final Scheduled Distribution
Date for the Certificates, after distributions in respect of any accrued but unpaid interest on the Certificates and after distributions
in reduction of principal balance have reduced the principal balances of the Certificates to zero. It is not anticipated that there
will be any assets remaining in the Upper-Tier REMIC or Trust Fund on the Final Scheduled Distribution Date following the distributions
on the Regular Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial and multifamily properties and held in trust by the Trustee and serviced by the Master Servicer. The
Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between the Depositor, Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating
Advisor”) and asset representations reviewer (in such capacity, the “Asset Representations Reviewer”)
evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class C,
Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class X-A, Class X-B, Class X-D, Class S and Class R Certificates
(the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with,
the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Class R Certificate
represents the sole “residual interest” in two “real estate mortgage investment conduits”, as those terms
are defined, respectively, in Sections 860G(a)(2)


 


 






1
For Rule 144A Certificates


2
For Rule 144A Certificates


 






    	A-19-4



     


    

 


and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be
the “tax matters person” pursuant to Treasury Regulations Section 1.860F-4(d) and “partnership representative”
(within the meaning of Section 6223 of the Code, to the extent such provision is applicable to the Trust REMICs) for each Trust
REMIC, and the Certificate Administrator is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any
such Person that is the “tax matters person” and “partnership representative”.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, (i) by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to applicable state escheatment laws, if within two years after
the second notice any such Certificates shall not


 






    	A-19-5



     


    

 


have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Collection Accounts, the
Distribution Accounts, any Gain-on-Sale Reserve Account, the Interest Reserve Account, and the Trust’s interest in any REO
Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan
Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 






    	A-19-6



     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement
or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement
or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the Collection Account, the Distribution
Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business
Day prior to the related Distribution Date and (b) such change shall not adversely


 






    	A-19-7



     


    

 


affect in any material respect the interests
of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust that would
be a claim against the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such
tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion
Loan Noteholder; (v) to modify, eliminate or add to the provisions any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced
by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to
be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi)
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any
provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies; provided
that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto as evidenced by an Opinion of Counsel, or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by confirmation of the applicable Rating Agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such Rating Agency Confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (viii) to modify the provisions of Section 3.06 and Section 3.17 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing, the Directing
Holder, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such


 






    	A-19-8



     


    

 


modification does not adversely affect the status of any Trust REMIC as a REMIC
or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix)
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); and (xi) to modify,
eliminate or add to any of its provisions (a) to such extent as will be necessary to comply with the requirements of the Risk Retention
Rule, as evidenced by an Opinion of Counsel, or (b) in the event the Risk Retention Rule or any other regulation applicable to
the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Whole Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the 



 






    	A-19-9



     


    

 


	 	 	requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
(i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of
Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early Termination Notice
Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust is less
than the greater of (i) 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date or (ii) if 
any of the 181 Fremont Street Mortgage Loan, 636 11th


 






    	A-19-10



     


    

 


Avenue Mortgage Loan or Marina Heights State Farm Mortgage Loan is an asset
of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the Stated Principal Balance of
the 181 Fremont Street Mortgage Loan, 636 11th Avenue Mortgage Loan and/or Marina Heights State Farm Mortgage Loan, that remain
outstanding on such Determination Date and 1.0% of the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date
by (B) the aggregate Stated Pool Balance of the Mortgage Loans as of the Cut-off Date and (y) the aggregate Stated Pool Balance
of the Mortgage Loans as of the Cut-off Date; provided, however, that this termination right will not be exercisable at the percentage
threshold specified in clause (ii) above earlier than the Distribution Date in July 2028) by purchasing on such date all, but not
less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in
respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last
day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Reimbursement Rate,
and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate Administrator/Trustee Fees,
the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount,
the Class X-D Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB,
Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than the Class S or Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a)
of the Pooling and Servicing Agreement by giving written notice to all the parties


 






    	A-19-11



     


    

 


to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the
Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder
of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the
later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    	A-19-12



     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class R Certificate to be duly executed.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class R
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: July 13, 2018


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 






    	A-19-13



     


    

 



EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 




    B-1 


     


    

 


 







	BMARK 2018-B4 - Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Mortgage Loan	 	 	 	 	 	Mortage	Original Principal	Cut-off Date 	Maturity Date	Due	Current Monthly
	ID	Loan Number	 Seller	Mortgage Loan Name	Street Address	City	State	Zip Code	Rate	Balance	Stated Principal Balance	or ARD	Date 	Debt Service
	JPMCB/GACC1	1.00	JPMCB/GACC	Aventura Mall	19501 Biscayne Boulevard	Aventura	FL	33180	4.12125%	$115,000,000	$115,000,000.00	7/1/2028	1	400,439
	GACC2	2.00	GACC	181 Fremont Street	181 Fremont Street	San Francisco	CA	94105	3.7086%	$80,000,000	$80,000,000.00	4/6/2028	6	250,674
	GACC3	3.00	GACC	Marina Heights State Farm	300-600 East Rio Salado Parkway	Tempe	AZ	85281	3.5595%	$60,000,000	$60,000,000.00	1/6/2028	6	180,447
	CREFI4	4.00	CREFI	Tri-State Distribution Portfolio	Various	Various	Various	Various	4.89796%	$58,800,000	$58,800,000.00	7/6/2028	6	243,333
	CREFI4.01	4.01	CREFI	473 Ridge Road	473 Ridge Road	New Brunswick	NJ	08810	4.89796%	$23,800,000	$23,800,000.00	 	 	243,333
	CREFI4.02	4.02	CREFI	207 Pond Avenue	207 Pond Avenue	Middlesex	NJ	08846	4.89796%	$13,000,000	$13,000,000.00	 	 	243,333
	CREFI4.03	4.03	CREFI	1616-1632 McDonald Avenue	1616, 1618 & 1632 McDonald Avenue	Brooklyn	NY	11230	4.89796%	$11,500,000	$11,500,000.00	 	 	243,333
	CREFI4.04	4.04	CREFI	40 Cragwood Road	40 Cragwood Road	South Plainfield	NJ	07080	4.89796%	$10,500,000	$10,500,000.00	 	 	243,333
	GACC5	5.00	GACC	The Gateway	550 & 560 Battery Street, 440 Davis Court, 100 Washington Street, 155 Jackson Street, 405 Davis Court, 200 Washington Street, 99 Jackson Street, 1-9 Boston Ship Plaza, 10-13 & 25-38 Hinckley Walk, 14-24 Whaleship Plaza, 39-58 Ironship Plaza	San Francisco	CA	94111	3.72181818%	$50,000,000	$50,000,000.00	4/6/2028	6	157,230
	JPMCB6	6.00	JPMCB	Aon Center	200 East Randolph Street	Chicago	IL	60601	4.6274%	$50,000,000	$50,000,000.00	7/1/2023	1	195,486
	JPMCB7	7.00	JPMCB	636 11th Avenue	636 11th Avenue	New York	NY	10036	4.0730%	$50,000,000	$50,000,000.00	6/1/2028	1	172,065
	JPMCB8	8.00	JPMCB	Meridian Corporate Center	Various	Durham	NC	27713	4.5746%	$45,705,000	$45,705,000.00	4/1/2028	1	176,655
	JPMCB8.01	8.01	JPMCB	2520 Meridian Parkway	2520 Meridian Parkway	Durham	NC	27713	4.5746%	$9,501,138	$9,501,137.65	 	 	176,655
	JPMCB8.02	8.02	JPMCB	2525 Meridian Parkway	2525 Meridian Parkway	Durham	NC	27713	4.5746%	$6,913,775	$6,913,774.61	 	 	176,655
	JPMCB8.03	8.03	JPMCB	2605 Meridian Parkway	2605 Meridian Parkway	Durham	NC	27713	4.5746%	$5,240,333	$5,240,332.87	 	 	176,655
	JPMCB8.04	8.04	JPMCB	2810 Meridian Parkway	2810 Meridian Parkway	Durham	NC	27713	4.5746%	$5,217,143	$5,217,142.59	 	 	176,655
	JPMCB8.05	8.05	JPMCB	2510 Meridian Parkway	2510 Meridian Parkway	Durham	NC	27713	4.5746%	$4,877,816	$4,877,815.94	 	 	176,655
	JPMCB8.06	8.06	JPMCB	2600 Meridian Parkway	2600 Meridian Parkway	Durham	NC	27713	4.5746%	$4,241,579	$4,241,579.16	 	 	176,655
	JPMCB8.07	8.07	JPMCB	2700 Meridian Parkway	2700 Meridian Parkway	Durham	NC	27713	4.5746%	$3,053,937	$3,053,937.40	 	 	176,655
	JPMCB8.08	8.08	JPMCB	2800 Meridian Parkway	2800 Meridian Parkway	Durham	NC	27713	4.5746%	$2,757,027	$2,757,026.66	 	 	176,655
	JPMCB8.09	8.09	JPMCB	2505 Meridian Parkway	2505 Meridian Parkway	Durham	NC	27713	4.5746%	$2,714,611	$2,714,610.76	 	 	176,655
	JPMCB8.1	8.10	JPMCB	2500 Meridian Parkway	2500 Meridian Parkway	Durham	NC	27713	4.5746%	$1,187,642	$1,187,642.36	 	 	176,655
	CREFI9	9.00	CREFI	65 Bay Street	65 Bay Street	Jersey City	NJ	07097	4.6616%	$40,000,000	$40,000,000.00	4/6/2028	6	157,545
	JPMCB10	10.00	JPMCB	Sheraton Music City	777 McGavock Pike	Nashville	TN	37214	4.9400%	$40,000,000	$39,951,402.40	6/1/2028	1	166,751
	CREFI11	11.00	CREFI	Westbrook Corporate Center	1-5 Westbrook Corporate Center	Westchester	IL	60154	4.8600%	$40,000,000	$39,950,680.75	6/6/2028	6	164,047
	JPMCB12	12.00	JPMCB	Best Buy - Sherman Oaks	4500 Van Nuys Boulevard	Sherman Oaks	CA	91403	4.7510%	$32,250,000	$32,250,000.00	5/1/2028	1	129,457
	JPMCB13	13.00	JPMCB	Embassy Suites Glendale	800 North Central Avenue	Glendale	CA	91203	5.4480%	$31,000,000	$31,000,000.00	6/1/2023	1	142,695
	JPMCB14	14.00	JPMCB	EOS 21	140 South Van Dorn Street	Alexandria	VA	22304	3.8800%	$30,000,000	$30,000,000.00	12/1/2024	1	98,347
	JPMCB15	15.00	JPMCB	JAGR Hotel Portfolio	Various	Various	Various	Various	5.0960%	$29,000,000	$29,000,000.00	5/1/2023	1	124,864
	JPMCB15.01	15.01	JPMCB	DoubleTree Grand Rapids	4747 28th Street Southeast	Grand Rapids	MI	49512	5.0960%	$10,673,611	$10,673,610.98	 	 	124,864
	JPMCB15.02	15.02	JPMCB	Hilton Jackson	1001 East County Line Road	Jackson	MS	39211	5.0960%	$10,069,445	$10,069,444.51	 	 	124,864
	JPMCB15.03	15.03	JPMCB	DoubleTree Annapolis	210 Holiday Court	Annapolis	MD	21401	5.0960%	$8,256,945	$8,256,944.51	 	 	124,864
	GACC16	16.00	GACC	Crowne Plaza Dallas	14315 Midway Road	Addison	TX	75001	4.9200%	$27,630,250	$27,429,779.03	1/6/2028	6	114,024
	CREFI17	17.00	CREFI	808 Olive Retail & Parking	808 South Olive Street	Los Angeles	CA	90014	5.0400%	$27,000,000	$27,000,000.00	5/6/2028	6	114,975
	GACC18	18.00	GACC	Riverwalk Apartments	1280 Riverwalk Terrace	Jenks	OK	74037	5.0350%	$25,000,000	$24,838,938.65	3/6/2028	6	105,668
	GACC19	19.00	GACC	Maple Street	101 East Maple Street	North Canton	OH	44720	5.2100%	$24,000,000	$24,000,000.00	7/6/2028	6	105,647
	CREFI20	20.00	CREFI	180 Bedford Avenue	176-180 Bedford Avenue	Brooklyn 	NY	11249	4.9800%	$24,000,000	$24,000,000.00	7/6/2028	6	100,983
	CREFI21	21.00	CREFI	The Market at Czech Hall	12324-12510 Northwest 10th Street	Yukon	OK	73099	4.8600%	$21,000,000	$21,000,000.00	6/6/2028	6	86,231
	GACC22	22.00	GACC	Kona Coast	74-5586 Palani Road	Kailua-Kona	HI	96740	5.0880%	$19,050,000	$19,050,000.00	6/6/2028	6	81,894
	JPMCB23	23.00	JPMCB	High Peaks	2384 Saranac Avenue	Lake Placid	NY	12946	5.3176%	$19,000,000	$18,978,479.69	6/1/2023	1	85,268
	GACC24	24.00	GACC	Hampton Inn Lake Buena Vista	8150 Palm Parkway	Orlando	FL	32836	5.2750%	$18,000,000	$18,000,000.00	6/6/2028	6	80,224
	JPMCB25	25.00	JPMCB	Atlantic Times Square	500 North Atlantic Boulevard	Monterey Park	CA	91754	4.8450%	$18,000,000	$18,000,000.00	4/1/2028	1	73,684
	CREFI26	26.00	CREFI	Courtyard Hershey	515 East Chocolate Avenue	Hershey	PA	17033	5.4400%	$18,000,000	$17,980,074.56	6/6/2028	6	82,642
	JPMCB27	27.00	JPMCB	Greentree Plaza	305 and 505 Southeast Everett Mall Way	Everett	WA	98208	4.5600%	$15,600,000	$15,600,000.00	4/1/2028	1	60,103
	GACC28	28.00	GACC	Centennial Crossroads Plaza	6400-6454 Sky Pointe Drive	Las Vegas	NV	89131	4.8850%	$15,050,000	$15,050,000.00	5/6/2028	6	62,117
	GACC29	29.00	GACC	Steelyard Commons	3447 Steelyard Drive	Cleveland	OH	44109	4.8550%	$14,250,000	$14,250,000.00	4/6/2028	6	58,454
	CREFI30	30.00	CREFI	Amsdell Belmont Self Storage	1300 Belmont Avenue	Philadelphia	PA	19104	5.0700%	$14,100,000	$14,100,000.00	6/6/2028	6	60,400
	GACC31	31.00	GACC	Washington Square Shopping Center	719 West 15th Street	Washington	NC	27889	5.1000%	$14,000,000	$13,976,839.65	6/1/2028	1	60,227
	CREFI32	32.00	CREFI	Shoppes at the Lakes Phase I	29121-29973 Newport Road	Menifee	CA	92584	5.1500%	$11,400,000	$11,400,000.00	5/6/2028	6	49,605
	CREFI33	33.00	CREFI	311-313 East 60th Street	311-313 East 60th Street	New York	NY	10022	4.3800%	$10,000,000	$10,000,000.00	5/6/2028	6	37,007
	GACC34	34.00	GACC	Park Santa Fe	3500 East Route 66	Flagstaff	AZ	86004	4.8700%	$9,867,500	$9,867,500.00	5/6/2028	6	40,602
	CREFI35	35.00	CREFI	Courtyard - Missoula, MT	4559 North Reserve Street	Missoula	MT	59808	4.8600%	$9,500,000	$9,477,813.62	5/6/2028	6	38,918
	GACC36	36.00	GACC	Baywoods Apartments	2005 San Jose Drive	Antioch	CA	94509	4.9850%	$8,450,000	$8,450,000.00	5/6/2028	6	35,590
	GACC37	37.00	GACC	2828 Newell	2828 Newell Street	Los Angeles	CA	90039	4.9550%	$8,000,000	$8,000,000.00	6/6/2028	6	33,492
	GACC38	38.00	GACC	Hobby Lobby Palmdale	40022 10th Street West	Palmdale	CA	93551	5.1910%	$7,000,000	$7,000,000.00	6/6/2028	6	30,701
	GACC39	39.00	GACC	Riverton Spring Creek	12523 South Creek Meadow Road	Riverton	UT	84065	5.0950%	$6,444,000	$6,429,668.10	5/6/2028	6	27,678
	CREFI40	40.00	CREFI	Northlake Village	1741 Lucille Drive	Lima	OH	45801	4.9400%	$6,075,000	$6,075,000.00	5/6/2028	6	25,356
	GACC41	41.00	GACC	WA-OH Retail Portfolio	Various	Various	Various	Various	5.2850%	$5,100,000	$5,089,102.81	5/6/2028	6	22,725
	GACC41.01	41.01	GACC	Spokane Retail	1617 West Northwest Boulevard	Spokane	WA	99205	5.2850%	$4,268,085	$4,258,965.48	 	 	22,725
	GACC41.02	41.02	GACC	Advanced Auto	246 Lafayette Street	London	OH	43140	5.2850%	$831,915	$830,137.33	 	 	22,725
	CREFI42	42.00	CREFI	834 1st Street	834-836 1st Street	Miami	FL	33139	4.5000%	$5,000,000	$5,000,000.00	6/6/2023	6	19,010
	CREFI43	43.00	CREFI	844 2nd Avenue	844 2nd Avenue	New York	NY	10017	5.5500%	$3,500,000	$3,500,000.00	6/6/2023	6	16,412
	CREFI44	44.00	CREFI	Fresenius Medical Center Portfolio	Various	Various	Various	Various	5.0100%	$3,280,000	$3,280,000.00	6/6/2028	6	13,884
	CREFI44.01	44.01	CREFI	Fresenius - Wichita	9341 East 21st Street	Wichita	KS	67206	5.0100%	$2,081,565	$2,081,565.00	11/1/2027	1	13,884
	CREFI44.02	44.02	CREFI	Fresneius - Albuquerque	11296 Lomas Boulevard Northeast	Albuquerque	NM	87112	5.0100%	$1,198,435	$1,198,435.00	11/6/2027	6	13,884




     


     


    

	 	 	 	 	 	 	 	 
	Servicing Fee Rate	Interest	 	 	 	 	 
	Master Servicing	Primary Servicing	Accrual 	Letter of 	 	Part of	Leasehold	Current Mezzanine
	Fee Rate	Fee Rate	Method	Credit	Post-ARD Revised Rate	Loan Combination	Interest	or Subordinate Debt
	0.00250%	0.00125%	Actual/360	None	NAP	Yes	Fee Simple	Yes
	0.00250%	0.00250%	Actual/360	None	A
    rate per annum equal to the greatest of (i) 3.7086% plus 1.5000%, (ii) the 10-year swap rate on April 6, 2028 plus 2.4146% or
    (iii) when applicable pursuant to the default rate as defined in the 181 Fremont Street Whole Loan documents.	Yes	Fee Simple	Yes
	0.00250%	0.00125%	Actual/360	None	A
    rate per annum equal to the greatest of (i) 3.55950% plus 3.00000% and (ii) the then 10-year swap rate plus 3.00000%. 	Yes	Leasehold	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	 	 	 	 	 	 	Fee Simple	 
	 	 	 	 	 	 	Fee Simple	 
	 	 	 	 	 	 	Fee Simple	 
	 	 	 	 	 	 	Fee Simple	 
	0.00250%	0.00125%	Actual/360	None	NAP	Yes	Fee Simple	Yes
	0.00250%	0.00125%	Actual/360	None	NAP	Yes	Fee Simple	Yes
	0.00250%	0.00250%	Actual/360	None	A
    rate per annum equal to the greatest of (i) 7.07300% and (ii) the 10-year swap yield as of the ARD plus 3.00000% per annum,
    but in no event in excess of 9.07300%.	Yes	Fee Simple	No
	0.00250%	0.01250%	Actual/360	None	NAP	Yes	Fee Simple	No
	 	 	 	 	 	 	Fee Simple	 
	 	 	 	 	 	 	Fee Simple	 
	 	 	 	 	 	 	Fee Simple	 
	 	 	 	 	 	 	Fee Simple	 
	 	 	 	 	 	 	Fee Simple	 
	 	 	 	 	 	 	Fee Simple	 
	 	 	 	 	 	 	Fee Simple	 
	 	 	 	 	 	 	Fee Simple	 
	 	 	 	 	 	 	Fee Simple	 
	 	 	 	 	 	 	Fee Simple	 
	0.00250%	0.00125%	Actual/360	None	NAP	Yes	Fee Simple	Yes
	0.00250%	0.00250%	Actual/360	None	NAP	Yes	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	Yes	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	Yes	Fee Simple	No
	0.00250%	0.00750%	Actual/360	None	NAP	Yes	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	Yes	Fee Simple	Yes
	 	 	 	 	 	 	Fee Simple	 
	 	 	 	 	 	 	Fee Simple	 
	 	 	 	 	 	 	Fee Simple	 
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.02000%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.02250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Leasehold	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	Yes
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	Yes	Fee Simple	No
	0.00250%	0.03000%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.02000%	Actual/360	None	NAP	Yes	Fee Simple	No
	0.00250%	0.05000%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.07000%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	 	 	 	 	 	 	Fee Simple	 
	 	 	 	 	 	 	Fee Simple	 
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	No	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	 	Fee Simple	No
	0.00250%	0.00250%	Actual/360	None	NAP	 	Fee Simple	No
	 	 	 	 	 	 	 	 




 



     


     


    

 


EXHIBIT
C-1


 


FORM
OF TRANSFEREE AFFIDAVIT


 


AFFIDAVIT
PURSUANT TO

SECTION 860E(e)(4) OF THE

INTERNAL REVENUE CODE OF

1986, AS AMENDED


 





	STATE
    OF NEW YORK	)	 
	 	)	ss:
	COUNTY OF
    NEW YORK	)	


 


_________________,
being first duly sworn, deposes and says:


 


1.          That
he/she is a _________________ of _________________ (the “Purchaser”), a _________________ duly organized
and existing under the laws of the State of _________________ on behalf of which he/she makes this affidavit.


 


2.          That
the Purchaser’s Taxpayer Identification Number is .


 


3.          That
the Purchaser of the Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4, Class R (the
“Class R Certificate”) is a Permitted Transferee (as defined in Article I of the Pooling and Servicing Agreement,
dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between Deutsche Mortgage & Asset Receiving
Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special
servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations
reviewer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator,
paying agent and custodian, or is acquiring the Class R Certificate for the account of, or as agent (including as a broker, nominee,
or other middleman) for, a Permitted Transferee and has received from such person or entity an affidavit substantially in the
form of this affidavit.


 


4.          That
the Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future
and the Purchaser intends to pay taxes associated with holding the Class R Certificate as they become due.


 


5.          That
the Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flow
generated by the Class R Certificate.


 


6.          That
the Purchaser will not transfer the Class R Certificate to any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit or as to which the Purchaser has actual knowledge that the requirements set forth
in paragraph 3, paragraph 4 or paragraph 7 hereof are not satisfied or that the Purchaser has reason to know does not satisfy
the requirements set forth in paragraph 4 hereof.


 






    C-1-1 


     


    

 


7.          That
the Purchaser is not a Disqualified Non-U.S. Tax Person and is not purchasing the Class R Certificate for the account of, or as
an agent (including as a broker, nominee or other middleman) for, a Disqualified Non-U.S. Tax Person and is otherwise a Permitted
Transferee.


 


8.          That
the Purchaser agrees to such amendments of the Pooling and Servicing Agreement as may be required to further effectuate the restrictions
on transfer of the Class R Certificate to a “disqualified organization,” an agent thereof, or a person that does not
satisfy the requirements of paragraph 4, paragraph 7 and paragraph 11 hereof.


 


9.          That
the Purchaser, pursuant to Section 4.04 of the Pooling and Servicing Agreement, agrees to the designation of the Certificate Administrator
as the “representative” (within the meaning of Code Section 6223) of each Trust REMIC.


 


10.        The
Purchaser agrees to be bound by and to abide by the provisions of Section 5.02 of the Pooling and Servicing Agreement concerning
registration of the transfer and exchange of the Class R Certificate.


 


11.        The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Tax Person.


 


12.        Check
the applicable paragraph:


 


☐         The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)           the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)          the
present value of the expected future distributions on such Certificate; and


 


(iii)         the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Code Section
11(b) (but the tax rate in Code Section 55(b)(1)(B) may be used in lieu of the highest rate specified in Code Section 11(b) if
the Purchaser has been subject to the alternative minimum tax under Code Section 55 in the preceding two years and will compute
its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using
a discount rate equal to the short term Federal rate prescribed by Code Section 1274(d) for the month of the transfer and the
compounding period used by the Purchaser.


 


☐         The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Section 1.860E-1(c)(5) and (6) and, accordingly,


 






    C-1-2 


     


    

 


(i)           the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)          at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)         the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Section 1.860E-1(c)(4)(i), (ii) and
(iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations; and


 


(iv)         the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐         None
of the above.


 


Capitalized
terms used but not defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on its behalf by its_________________ this ____day of ___________, 20 ___.


 





	 	[The
    Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    C-1-3 


     


    

 


Personally
appeared before me the above named _________________, known or proved to me to be the same person who executed the foregoing instrument and to
be the of the Purchaser, and acknowledged to me that he/she executed the same as his/her free act and deed and the free act and
deed of the Purchaser.


 


Subscribed
and sworn before me this _____ day of ___________, 20 __.


 





	 	 
	NOTARY
    PUBLIC	 
	 	 
	COUNTY
    OF	 	 
	 	 	 
	STATE
    OF	 	 	 


 


My
commission expires the _____ day of ___________, 20 __.


 




    C-1-4 


     


    

 


EXHIBIT
C-2


 


FORM
OF TRANSFEROR LETTER


 


[Date]


 




Wells Fargo Bank, National Association


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention:
CTS – Certificate Transfers Benchmark 2018-B4 Mortgage Trust


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B4, Class R	 



 


Ladies
and Gentlemen:


 


[Transferor]
has reviewed the attached affidavit of [Transferee], and has no actual knowledge that such affidavit is not true or that [Transferee]
is not a Permitted Transferee (as defined in the Pooling and Servicing Agreement defined in the attached affidavit) and has no
actual knowledge or reason to know that the information contained in the attached affidavit is not true. No purpose of [Transferor]
relating to the transfer of the Class R Certificate by [Transferor] to [Transferee] is or will be to impede the assessment of
any tax.


 





	 	Very
    truly yours,
	 	 
	 	[Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    C-2-1 


     


    

 


EXHIBIT
C-3


 


FORM
OF TRANSFEREE Certificate for TRANSFERS OF RETAINED Certificates 


 


[Date]


 


Wells
Fargo Bank, National Association, as Certificate Administrator  


9062
Old Annapolis Road  


Columbia,
Maryland 21045
 Attention: Risk
Retention Custody (CMBS) – Benchmark 2018-B4      


 


German
American Capital Corporation
 60
Wall Street
 New York, New York 10005
 Attention:
Lainie Kaye      


 


Deutsche
Mortgage & Asset Receiving Corporation


60
Wall Street  


New
York, New York 10005  


Attention:
Lainie Kaye  


 


with
a copy via email to:  


 


cmbs.requests@db.com
     


 



		Re:	Benchmark
                                         2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”),
                                         between Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo
                                         Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special
                                         Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
                                         Reviewer, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank, National
                                         Association, as Certificate Administrator, Paying Agent and Custodian	 



 


Ladies
and Gentlemen:


 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to each of the addressees hereto:


 


		1.	The
                                         Purchaser is acquiring (the “Transfer”) $[_____] aggregate Certificate
                                         Balance of the Class [E-RR][F-RR][G-RR][H-RR] Certificates from [_____] (the “Transferor”).



 






    C-3-1 


     


    

 


		2.	The
                                         Purchaser is aware that the Certificate Registrar will not register any transfer of any
                                         portion of the HRR Certificates by the Transferor unless the Purchaser, or such Purchaser’s
                                         agent, delivers to the Certificate Registrar, among other things, a certificate in substantially
                                         the same form as this certificate. The Purchaser expressly agrees that it will not consummate
                                         any such transfer if it knows or believes that any representation contained in such certificate
                                         is false.



 


		3.	The
                                         Transfer is in compliance with any applicable credit risk retention agreement in effect
                                         between the Retaining Sponsor and the Transferor (the “Risk Retention Agreement”).



 


		4.	Check
                                         one of the following:



 


☐
           The Purchaser certifies, represents and warrants to each of
the addressees hereto that:


 


		A.	It
                                         is a “majority-owned affiliate”, as such term is defined in the Risk Retention
                                         Rule, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	It
                                         is not acquiring the HRR Certificates as a nominee, trustee or agent for any person that
                                         is not a Majority-Owned Affiliate, and that for so long as it retains its interest in
                                         the HRR Certificates, it will remain a Majority-Owned Affiliate.



 


		C.	It
                                         will deliver a joinder agreement substantially in the form attached to the Risk Retention
                                         Agreement pursuant to which it has agreed to be bound by the terms of the Risk Retention
                                         Agreement to the same extent as if it was the Transferor itself.



 


☐
            The Transfer will occur on and after the fifth anniversary
of the Closing Date, and the Purchaser certifies, represents and warrants to each of the addressees hereto that:


 


		A.	It
                                         will execute and deliver to the Retaining Sponsor a new credit risk retention agreement
                                         in accordance with the Risk Retention Agreement.



 


		B.	If
                                         required by the Retaining Sponsor, an affiliate of the Purchaser will execute and deliver
                                         a guaranty, if required under the Risk Retention Agreement.



 


		C.	It
                                         will comply with any additional requirements and satisfy any additional conditions set
                                         forth under the Risk Retention Agreement applicable to the Transfer and the Purchaser
                                         as a subsequent Third Party Purchaser.



 


☐
            The Transfer will occur after the termination of the Retained
Interest Transfer Restriction Period.


 






    C-3-2 


     


    

 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 




    C-3-3 


     


    

 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


GERMAN
AMERICAN CAPITAL CORPORATION


 


	By:	 	 
	 	Name:	 
	 	Title:	 





 


[Medallion
Stamp Guarantee]


 




    C-3-4 


     


    

 


EXHIBIT
C-4


 


FORM
OF TRANSFEROR Certificate for TransferS of

RETAINED Certificates


 


[Date]


 


Wells
Fargo Bank, National Association, as Certificate Administrator  


9062
Old Annapolis Road  


Columbia,
Maryland 21045
 Attention: Risk
Retention Custody (CMBS) – Benchmark 2018-B4  


 


German
American Capital Corporation
 60
Wall Street
 New York, New York 10005
 Attention:
Lainie Kaye            


 


Deutsche
Mortgage & Asset Receiving Corporation  


60
Wall Street  


New
York, New York 10005  


Attention:
Lainie Kaye  


 


with
a copy via email to:  


 


cmbs.requests@db.com





 


		Re:	Benchmark
                                         2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4
                                         (the “Certificates”)	 



 


Ladies
and Gentlemen:


This
is delivered to you in connection with the transfer (the “Transfer”) by [______] (the “Transferor”)
to [______] (the “Transferee”) of [$[_____] aggregate Certificate Balance of the Class [E-RR] [F-RR][G-RR][H-RR]
Certificates]. The Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling
and Servicing Agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC,
as Operating Advisor and Asset Representations Reviewer, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank,
National Association, as Certificate Administrator, Paying Agent and Custodian.


 


All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you that:


 






    C-4-1 


     


    

 


		1.	The
                                         Transfer is in compliance with any applicable credit risk retention agreement in effect
                                         between the Retaining Sponsor and the Transferor (the “Risk Retention Agreement”)
                                         and the Pooling and Servicing Agreement.



 


		2.	Check
                                         one of the following:



 


☐
          The Transferor certifies, represents and warrants to you that:


 


		A.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in the
                                         Risk Retention Rule, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	The
                                         Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
                                         to transfers by the Transferor to a Majority-Owned Affiliate.



 


☐
           The Transfer will occur on and after the fifth anniversary
of the Closing Date, and the Transferor certifies, represents and warrants to you that:


 


		A.	The
                                         Transferor has satisfied all of the conditions under the Risk Retention Agreement applicable
                                         to transfers by the Transferor to subsequent Third Party Purchasers.



 


☐
          The Transfer will occur after the termination of the Retained
Interest Transfer Restriction Period.


 


		3.	The
                                         Transferor certifies, represents and warrants to you that the Transferor has provided
                                         notice of the Transfer to the Retaining Sponsor and [check one of the following]:



 


☐
          The Retaining Sponsor has consented to the Transfer, a copy
of which is attached hereto.


 


☐           At
least ten (10) Business Days have passed since the Retaining Sponsor’s receipt of such written notice, and the Retaining
Sponsor has not responded to the Transferor.


 


		4.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Pooling and Servicing Agreement as Exhibit C-3. The
                                         Transferor does not know or believe that any representation contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 






    C-4-2 


     


    

 





	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    C-4-3 


     


    

 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


GERMAN
AMERICAN CAPITAL CORPORATION


 





	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Medallion
Stamp Guarantee]


 




    C-4-4 


     


    

 


EXHIBIT
D-1


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


Wells
Fargo Bank, National Association


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention:
CTS – Certificate Transfers Benchmark 2018-B4 Mortgage Trust


 


Deutsche
Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy via email to:


 


cmbs.requests@db.com


 


		Re:	Transfer
                                         of Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B4: Class [ ]	 



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.02 of the Pooling and Servicing Agreement dated as of July 1, 2018 (the “Pooling
and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells
Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Park Bridge Lender
Services LLC, as operating advisor and asset representations reviewer, Wilmington Trust, National Association, as trustee, and
Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, on behalf of the holders of
Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”) with respect
to the transfer by [__________] (the “Seller”) to the undersigned (the “Purchaser”) of [$_____
aggregate Certificate Balance][_____% Percentage Interest] of Class [_____] Certificates, in certificated fully registered form
(such registered interest, the “Certificate”). Terms used but not defined herein shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


[For
Institutional Accredited Investors only] 1. The Purchaser is an institutional “accredited investor” within the meaning
of Rule 501 (a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), or an entity in which all of the equity owners are such accredited investors (an “Institutional Accredited
Investor”), and has such knowledge and experience in financial and business matters as to be capable of


 



    D-1-1 


     


    

 


evaluating
the merits and risks of the investment in the Certificate, and the Purchaser and any accounts for which the Purchaser is acting
are each able to bear the economic risk of the investment. The Purchaser is acquiring the Certificate for its own account or for
one or more accounts (each of which is an Institutional Accredited Investor) as to each of which the Purchaser exercises sole
investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with
this transfer.


 


[For
Qualified Institutional Buyers only] 1. The Purchaser is a “qualified institutional buyer” within the meaning of Rule
144A (“Rule 144A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
The Purchaser is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to
obtain the information required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.


 


		2.	The
                                         Purchaser’s intention is to acquire the Certificate (a) for investment for the
                                         Purchaser’s own account or (b) for reoffer, resale, pledge or other transfer to
                                         (i) “qualified institutional buyers” within the meaning of, and in transactions
                                         complying with, Rule 144A promulgated under the Securities Act, (ii) entities qualifying
                                         as “accredited investors” within the meaning of Rule 501(a)(1), (2), (3)
                                         or (7) of Regulation D promulgated under the Securities Act, or any entity in which all
                                         of the equity owners are such accredited investors, or (iii) pursuant to any other exemption
                                         from the registration requirements of the Securities Act, subject in the case of this
                                         clause (iii) to (a) the receipt by the Certificate Registrar of a letter substantially
                                         in the form hereof, (b) the receipt by the Certificate Registrar of an opinion of counsel
                                         acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer
                                         is in compliance with the Securities Act, (c) the receipt by the Certificate Registrar
                                         of such other evidence acceptable to the Certificate Registrar that such reoffer, resale,
                                         pledge or transfer is in compliance with the Securities Act and other applicable laws
                                         (including applicable state and foreign securities laws), and (d) a written undertaking
                                         to reimburse the Trust for any costs incurred by it in connection with the proposed transfer.
                                         It understands that the Certificate (and any subsequent Certificate) has not been registered
                                         under the Securities Act, by reason of a specified exemption from the registration provisions
                                         of the Securities Act which depends upon, among other things, the bona fide nature of
                                         the Purchaser’s investment intent (or intent to resell to only certain investors
                                         in certain exempted transactions) as expressed herein.



 


		3.	The
                                         Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or
                                         exchange thereof) has not been registered or qualified under the Securities Act or the
                                         securities laws of any State or any other jurisdiction, and that the Certificate cannot
                                         be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified
                                         thereunder or unless an exemption from such registration or qualification is available.



 


		4.	The
                                         Purchaser has reviewed the applicable Private Placement Memorandum dated June 28, 2018,
                                         relating to the Certificates (the “Private Placement Memorandum”)
                                         and the agreements and other materials referred to therein and has had the opportunity
                                         to ask questions and receive answers concerning the terms and conditions of the transactions
                                         contemplated by the Private Placement Memorandum.



 






    D-1-2 


     


    

 


		5.	The
                                         Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and
                                         Servicing Agreement in its capacity as an owner of a Certificate or Certificates, as
                                         the case may be (each, a “Certificateholder”), in all respects as
                                         if it were a signatory thereto. This undertaking is made for the benefit of the Trust,
                                         the Trustee, the Certificate Administrator, the Certificate Registrar and all Certificateholders
                                         present and future.



 


		6.	The
                                         Purchaser will not sell or otherwise transfer any portion of the Certificate, except
                                         in compliance with Section 5.02 of the Pooling and Servicing Agreement.



 


		7.	Check
                                         one of the following:



 


		☐	The
                                         Purchaser is a “U.S. Tax Person” (as defined below) and it has attached hereto
                                         an Internal Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The
                                         Purchaser is not a “U.S. Tax Person” (as defined below) and under applicable
                                         law in effect on the date hereof, no taxes will be required to be withheld by the Certificate
                                         Registrar (or its agent) with respect to distributions to be made on the Certificate(s).
                                         The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E
                                         (or successor form), which identifies such Purchaser as the beneficial owner of the Certificate(s)
                                         and states that such Purchaser is not a U.S. Tax Person, (ii) two duly executed copies
                                         of IRS Form W-8IMY (and all appropriate attachments) or (iii)]* two duly executed copies
                                         of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial
                                         owner of the Certificate(s) and state that interest and original issue discount on the
                                         Certificate(s) is, or is expected to be, effectively connected with a U.S. trade or business.
                                         The Purchaser agrees to provide to the Certificate Registrar updated [IRS Forms W-8BEN,
                                         IRS Forms W-8BEN-E, IRS Forms W-8IMY or]* IRS Forms W-8ECI[, as the case may be]*, any
                                         applicable successor IRS forms, or such other certifications as the Certificate Registrar
                                         may reasonably request, on or before the date that any such IRS form or certification
                                         expires or becomes obsolete, or promptly after the occurrence of any event requiring
                                         a change in the most recent IRS form of certification furnished by it to the Certificate
                                         Registrar.



 


For
purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation,
partnership (except to the extent provided in applicable Treasury Regulations), or other entity created or organized in or under
the laws of the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or
partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration
of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or,
to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to
be treated as U.S. Tax Persons).


 


Please
make all payments due on the Certificates: **


 





 



 


		*	Delete
                                         for Class R.



 






    D-1-3 


     


    

 




		(a)	by
                                         wire transfer to the following account at a bank or entity in New York, New York, having
                                         appropriate facilities therefor:



 





	Account
    number:	 



 





	Institution:	 


  


		(b)	by
                                         mailing a check or draft to the following address:



 





		 


 





		 


 





		 


 





	 	Very
                                         truly yours,


 


[Purchaser]


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


Dated:
________________, 20___


 





 



 


		**	Only
                                         to be filled out by Purchasers of Individual Certificates. Please select (a) or (b).



 




    D-1-4 


     


    

 



EXHIBIT
D-2


 


FORM
OF ERISA REPRESENTATION LETTER


 


[Date]


 


Wells
Fargo Bank, National Association


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention:
CTS – Certificate Transfers Benchmark 2018-B4 Mortgage Trust


 




Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy via email to:


 


cmbs.requests@db.com


 


		Re:	Benchmark
                                         2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4,
                                         Class [   ] 



 


Ladies
and Gentlemen:


 


_______________
(the “Purchaser”) intends to purchase from _______________ (the “Seller”) [$_____ initial
Certificate Balance][ or _____% Percentage Interest] of Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Class [_____], CUSIP No. _____ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement
dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between Deutsche Mortgage & Asset Receiving
Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special
servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, Wilmington Trust, National
Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian.
All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Pooling and Servicing Agreement.
The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, the Certificate Administrator,
the Certificate Registrar and the Trustee that:


 


The
Purchaser is not and will not become (a) an employee benefit plan or other retirement arrangement, including an individual retirement
account or a Keogh plan, which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
or to Code Section 4975, or a governmental plan, as defined in Section 3(32) of ERISA, or other plan subject to any federal, state
or local law (“Similar Law”) which is to a material extent similar to the fiduciary responsibility provisions
of ERISA or to Section 4975 of the Code (each, a “Plan”), or (b) a collective investment fund whose underlying
assets include Plan assets by reason of a Plan’s


 






    D-2-1


     


    

 


investment in the collective investment fund (pursuant to U.S. Department
of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, or Similar Law), an insurance company using assets
of separate accounts or general accounts which are deemed pursuant to ERISA or any Similar Law to include assets of Plans, or
other person acting on behalf of any such Plan or using the assets of any such Plan, other than (except in the case of the Class
S and Class R Certificates) an insurance company using the assets of its general account under circumstances whereby such purchase
and the subsequent holding of such Certificate by such insurance company would be exempt from the prohibited transaction provisions
of Section 406 and 407 of ERISA and Code Section 4975 under Sections I and III of PTCE 95-60, or a substantially similar exemption
under Similar Law; and


 


The
Purchaser understands that if the Purchaser is a person referred to in clause (a) or (b) above, except in the case of the Class
S and Class R Certificates, which may not be transferred unless the transferee represents it is not such a person, such Purchaser
is required to provide to the Certificate Registrar any Opinions of Counsel, officers’ certificates or agreements as may
be required by such persons, and which establishes to the satisfaction of the Depositor, the Certificate Administrator and the
Certificate Registrar that the purchase and holding of the Certificates by or on behalf of a Plan will not constitute or result
in a non-exempt prohibited transaction within the meaning of Section 406 and Section 407 of ERISA or Code Section 4975 or any
corresponding provision of any Similar Law, and will not subject the Depositor, the Certificate Administrator, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers, the
Underwriters or the Certificate Registrar to any obligation or liability (including obligations or liabilities under ERISA, Code
Section 4975 or Similar Law), which Opinions of Counsel, officers’ certificates or agreements shall not be at the expense
of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor, the Certificate Administrator, the Trustee,
the Asset Representations Reviewer, the Initial Purchasers, the Underwriters, the Trust or the Certificate Registrar.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on this ___ day of ___, 20__.


	 	 	 
	 	Very
                                         truly yours,
	 	 
	 	[Purchaser]
	 	 
	 	By:	 
		 	
                                         Name:
	 	 	Title:



 




    D-2-2


     


    

 


EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE


 


[Date]


 


Wells
Fargo Bank, National Association


1055
10th Avenue SE

Minneapolis, Minnesota 55414


Attention:
Document Custody Group – Benchmark 2018-B4 Mortgage Trust


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B4 



 


Dear
__________________:


 


In
connection with the administration of the Mortgage Files held by, or on behalf of, you as Custodian under the Pooling and Servicing
Agreement, the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by you
as Custodian with respect to the following described Mortgage Loan for the reason indicated below:


 


Mortgagor’s
Name: __________________________


 


Address:
__________________________________


 


Asset
No.: _________________________________


 


If
only particular documents in the Mortgage File are requested, please specify which:


 


Reason
for requesting file (or portion thereof):


 


		_____	1.	Mortgage
                                         Loan paid in full. Such [Master Servicer] [Special Servicer][Other Servicer][Other Special
                                         Servicer] hereby certifies that all amounts received in connection with the Mortgage
                                         Loan have been or will be, following such [Master Servicer’s] [Special Servicer’s]
                                         [Other Servicer’s][Other Special Servicer’s] release of the Mortgage File,
                                         credited to the Collection Account pursuant to the Pooling and Servicing Agreement.



 


		_____	2.	The
                                         Mortgage Loan is being foreclosed.



 


		_____	3.	Other.
                                         (Describe)



 


The
undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance
with the provisions of the


 






    E-1


     


    

 


[Pooling and Servicing Agreement][Other Pooling and Servicing Agreement] and will be returned to you
or your designee within ten (10) days of our receipt thereof, unless [the [Other Servicer][Other Special Servicer] requires such
Mortgage File pursuant to the applicable Intercreditor Agreement or Other Pooling and Servicing Agreement.][the Mortgage Loan
has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us
permanently, or unless the Mortgage Loan is being foreclosed,] in which case the Mortgage File (or such portion thereof) will
be returned when no longer required by us for such purpose.


 


Capitalized
terms used but not defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.





	 	 	 
	 	[MASTER
SERVICER][SPECIAL

 SERVICER][OTHER SERVICER][OTHER

 SPECIAL SERVICER]
	 	 
	 	By:	 
		 	
                                         Name:
	 	 	Title:


 




    E-2


     


    

 


EXHIBIT
F


 


SECURITIES
LEGEND


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS,
AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL
INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(“QUALIFIED INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL
BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A, (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN,
AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1
TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A
RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 




    F-1


     


    

 


EXHIBIT
G


 


FORM
OF REGULATION S TRANSFER CERTIFICATE


 


Wells
Fargo Bank, National Association


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention:
CTS – Certificate Transfers Benchmark 2018-B4 Mortgage Trust


 


		Re:	Transfer
                                         of Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B4, Class [   ]



 


Ladies
and Gentlemen:


 


This
certificate is delivered pursuant to Section 5.02 of the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling
and Servicing Agreement”), and executed in connection with the above referenced transaction, on behalf of the holders
of the Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass Through Certificates, Series 2018-B4, Class [_] (the “Certificates”)
in connection with the transfer by the undersigned (the “Transferor”) to (the “Transferee”)
of $ Certificate Balance of Certificates, in fully registered form (each, an “Individual Certificate”), or
a beneficial interest of such aggregate Certificate Balance in the Regulation S Global Certificate (the “Global Certificate”)
maintained by The Depository Trust Company or its successor as Depositary under the Pooling and Servicing Agreement (such transferred
interest, in either form, being the “Transferred Interest”).


 


In
connection with such transfer, the Transferor does hereby certify that such transfer has been effected in accordance with the
transfer restrictions set forth in the Pooling and Servicing Agreement and the Certificates and (i) with respect to transfers
made in accordance with Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended
(the “Securities Act”), the Transferor does hereby certify that:


 


(1)       the
offer of the Transferred Interest was not made to a person in the United States;


 


[(2) at
the time the buy order was originated, the Transferee was an institution that was outside the United States or the Transferor
and any person acting on its behalf reasonably believed that the Transferee was an institution that was outside the United States;]*


 


[(2) the
transaction was executed with a Transferee that was an institution or reasonably believed to be an institution by the Transferor
or anyone acting on its behalf in, on or through the facilities of a designated offshore securities market and neither there undersigned
nor


 





 



 


*
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    G-1


     


    

 


any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]*


 


(3)       no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


or
(ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that
the Certificates that are being transferred are not “restricted securities” as defined in Rule 144 under the Securities
Act.


 


This
certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator,
the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer.


	 	 	 
	 	[Insert
Name of Transferor]
	 	 
	 	By:	 
		 	
                                         Name:
	 	 	Title:


 


Dated:
________________, 20


 




    G-2


     


    

 


EXHIBIT
H


 


FORM
OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE DURING THE RESTRICTED PERIOD


 


(Exchanges
or transfers pursuant to Section 5.02(c)(ii)(A) of 

the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention:
CTS – Certificate Transfers Benchmark 2018-B4 Mortgage Trust


 


		Re:	Transfer
                                         of Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B4, Class [   ]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $ aggregate Certificate Balance of Certificates (the “Certificates”) which are held in
the form of Rule 144A Global Certificate (CUSIP No. ) with the Depository in the name of [insert name of transferor] (the “Transferor”).
The Transferor has requested a transfer of such beneficial interest for an interest in the Regulation S Global Certificate (CUSIP
No. ) to be held with [Euroclear] [Clearstream]* (Common Code) through the Depositary.


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such transfer has been
effected in accordance with the Transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in
accordance with Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly
the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 


[(2) at
the time the buy order was originated, the transferee was an institution that was outside the United States or the Transferor
and any persons acting on its behalf reasonably believed that the Transferee was outside the United States,]**


 





 



 





*
Select appropriate depository.


** Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.







 






    H-1


     


    

 


[(2) the
transaction was executed with a Transferee that was an institution or reasonably believed to be an institution by the Transferor
or anyone acting on its behalf in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)       no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


This
certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator,
the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer.





	 	 	 
	 	[Insert
Name of Transferor]
	 	 
	 	By:	 
		 	
                                         Name:
	 	 	Title:


 


Dated:
________________, 20__


 




    H-2


     


    

 


EXHIBIT
I


 


FORM
OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE AFTER THE RESTRICTED PERIOD


 


(Exchange
or transfers pursuant to

Section 5.02(c)(ii)(B) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention:
CTS – Certificate Transfer Services (CMBS) Benchmark 2018-B4 Mortgage Trust


 


		Re:	Transfer
                                         of Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B4, Class [   ]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”),
and executed in connection with the above referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


The
letter relates to U.S. $ aggregate Certificate Balance of Certificates (the “Certificates”) which are held
in the form of the Rule 144A Global Certificate (CUSIP No. ) with the Depository in the name of [insert name of transferor] (the
“Transferor”). The Transferor has requested a transfer of such beneficial interest in the Certificates for
an interest in the Regulation S Global Certificate (Common Code No. ).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such transfer has been
effected in accordance with the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with respect to
transfers made in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”),
the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 


[(2) at
the time the buy order was originated, the transferee was an institution that was outside the United States or the Transferor
and any person acting on its behalf reasonably believed that the transferee was outside the United States,]*


 





 



 


*
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    I-1


     


    

 


[(2) the
transaction was executed with a Transferee that was an institution or reasonably believed to be an institution by the Transferor
or anyone acting on its behalf in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)       no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;


 


or
(ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that
the Certificates that are being transferred are not “restricted securities” as defined in Rule 144 under the Securities
Act.


 


This
certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator,
the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer.





	 	 	 
	 	[Insert
Name of Transferor]
	 	 
	 	By:	 
		 	
                                         Name:
	 	 	Title:


 


Dated:
_______________, 20___


 




    I-2


     


    

 


EXHIBIT
J


 


FORM
OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL

CERTIFICATE TO RULE 144A GLOBAL CERTIFICATE DURING THE RESTRICTED PERIOD


 


(Exchange
or transfers pursuant to Section 5.02(c)(ii)(C)

of the Pooling and Servicing Agreement)


 




Wells Fargo Bank, National Association


 


600
South 4th Street, 7th Floor


 


MAC
N9300-070


 


Minneapolis,
Minnesota 55479


 


Attention:
CTS – Certificate Transfers Benchmark 2018-B4 Mortgage Trust


 


		Re:	Transfer
                                         of Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B4, Class [   ]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”),
and executed in connection with the above referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to U.S. $ aggregate Certificate Balance of Certificates (the “Certificates”) which are held
in the form of the Regulation S Global Certificate (CUSIP No. ) with [Euroclear] [Clearstream]* (Common Code ) through
the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
a transfer of such beneficial interest in the Certificates for an interest in the Regulation 144A Global Certificate (CUSIP No.
).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being transferred in accordance with (i) the transfer restrictions set forth in the Pooling and Servicing Agreement and (ii) Rule
144A under the Securities Act to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own
account with respect to which the transferee exercises sole investment discretion and the transferee and any such account is “qualified
institutional buyer” within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A
and in accordance with any applicable securities laws of any state of the United States or an jurisdiction.


 





 



 


*
Select appropriate depositary. 


 






    J-1


     


    

 


This
certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator,
the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer.





	 	 	 
	 	[Insert
Name of Transferor]
	 	 
	 	By:	 
		 	
                                         Name:
	 	 	Title:


 


Dated:
______________, 20__


 




    J-2


     


    

 


EXHIBIT
K


 


FORM
OF DISTRIBUTION DATE STATEMENT


 




    K-1


     


    

 



 


 


	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18




	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION
    DATE STATEMENT	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Table
    of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT
    SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification
    Tables	7 - 9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15 - 16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Realized Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21 - 22	 	 	 
	 	 	 	 	Supplemental Reporting	23	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	Master
    Servicer	 	 	 	Special
    Servicer	 	 	 	Asset
    Representations 

    Reviewer/Operating Advisor	 	 
	 	 	


Deutsche
Mortgage & Asset Receiving Corporation

60
Wall Street
New York, NY 10005


 

 

 

 

Contact:                 Helaine M. Kaplan

Phone Number:      (212) 250-5270
	 	 	 	Wells
                                         Fargo Bank, National Association

Three
                                         Wells Fargo, MAC D1050-084
401 S. Tryon Street,
                                         8th Floor
Charlotte, NC 28202

     

                                                                                                                                        

                                                                                                                                        

                                                                                                                                        

                                                                                                                                       Contact: REAM_InvestorRelations@
               wellsfargo.com

	 	 	 	CWCapital Asset Management LLC

7501 Wisconsin Ave.

Suite 500 West

Bethesda, MD 20814

                                                                                                                                               

                                                                                                                                               

                                                                                                                                               

                                                                                                                                               

                                                                                                                                              Contact:                 Brian Hanson

Phone Number:      (202) 715-9500





	 	 	 	Park
                                         Bridge Lender Services LLC

600
                                         Third Avenue
40th Floor
New
                                         York, NY 10016

 

 

 

 

                                         Contact:
                                                     David Rodgers

                                         Phone Number:  (212) 230-9025
	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo
Bank, N.A. has not independently confirmed the accuracy of the information.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Please visit www.ctslink.com for additional information and if applicable, any special notices
and any credit risk retention notices. In addition, certificateholders may register online for email notification when special
notices are posted. For information or assistance please call 866-846-4526.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  









    Page 1 of 23 


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate
    Distribution Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/
 Additional Trust

    Fund Expenses	Total

    Distribution	Ending

    Balance	Current

     Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-5	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-M	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R
    	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	Original

    Notional
 Amount	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1)
                                         Calculated by taking (A) the sum of the ending certificate balance of all classes less
                                         (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate
                                         balance of all classes which are not subordinate to the designated class and dividing
                                         the result by (A).


 


 


 


	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    Page 2 of 23 


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18








	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate
    Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

                                         Balance
	Principal

                                         Distribution
	Interest

                                         Distribution
	Prepayment

                                         Premium
	Realized
                                         Loss/

                                         Additional Trust

                                         Fund Expenses
	Ending

                                         Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-5	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-M	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R    	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    Page 3 of 23 


     


    

 











	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation
    Detail	 	 
	 	 	Principal
    Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled
    Principal	 	Principal
    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Certificate
    Interest Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual

    Days	 	Accrued

    Certificate

    Interest	 	Net
    Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC
    CAP

    Shortfall	 	Interest
    

    Shortfall/(Excess)	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

    Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-5	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-M	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	E-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	F-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	G-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	H-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    Page 4 of 23 


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other
    Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount  (1)	 	    0.00	 		 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 		 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 		 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App.
                                         Reduction



	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(1) The Available Distribution Amount includes any Prepayment Fees
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Page 5 of 23 


     


    






 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash
    Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Scheduled Interest	0.00	 	 	Master Servicing
    Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest reductions
    due to Nonrecoverability Determinations	0.00	 	 	Trustee Fee - Wilmington
    Trust, National Association	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administrator
    Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC® Intellectual
    Property Royalty License Fee	0.00	 	 
	 	ARD Interest	0.00	 	 	Operating Advisor
    Fee - Park Bridge Lender Services LLC	0.00	 	 
	 	Default Interest
    and Late Payment Charges	0.00	 	 	Asset Representations
    Reviewer Fee - Park Bridge Lender	0.00	 	 
	 	Net Prepayment Interest
    Shortfall
	0.00
	 	 	Services LLC	 	 	 
	 	Net Prepayment Interest
    Excess	0.00	 	 	Total Fees	 	0.00	 
	 	Extension Interest	0.00	 	 		 	 	 
	 	Interest Reserve
    Withdrawal	0.00	 	 	Additional Trust
    Fund Expenses:	 		 
	 	Total Interest
    Collected	 	0.00	 	Reimbursement for
    Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing
    Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Attorney Fees &
    Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Taxes Imposed on
    Trust Fund	0.00	 	 
	 	Collection of Principal
    after Maturity Date	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Recoveries from
    Liquidation and Insurance Proceeds	0.00	 	 	Workout-Delayed Reimbursement
    Amounts	0.00	 	 
	 	Excess of Prior
    Principal Amounts paid	0.00	 	 	Other Expenses	0.00	 	 
	 	Curtailments	0.00	 	 	Total Additional
    Trust Fund Expenses		0.00	 
	 	Negative Amortization	0.00	 	 				 
	 	Principal Adjustments	0.00	 	 	Interest Reserve
    Deposit	 	0.00	 
	 	Total Principal
    Collected		0.00 	 		 		 
	 	 	 	 	 	 	 	 	 
	 	Other:	 	 	 	Payments to Certificateholders
    & Others:	 	 	 
	 	Prepayment Penalties/Yield
    Maintenance Charges	0.00	 	 	Interest Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Principal Distribution	0.00	 	 
	 	Borrower Option Extension
    Fees	0.00	 	 	Prepayment Penalties/Yield
    Maintenance Charges 	0.00	 	 
	 	Excess Liquidation
    Proceeds	0.00	 	 	Borrower Option Extension
    Fees	0.00	 	 
	 	Net Swap Counterparty
    Payments Received	0.00	 	 	Net Swap Counterparty
    Payments Received	0.00	 	 
	 	Total Other Collected		0.00	 	Total Payments
    to Certificateholders & Others		0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds
    Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



    Page 6 of 23 


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
        Mortgage Loan and Property Stratification Tables

        Aggregate
        Pool
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled
    Balance	 	State
    (3)	 
	 	 	 	 	 
	 	Scheduled
    

    Balance	#
                                         of


        loans

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 	State	#
                                         of


        Props.

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 
	 	 	 
	 	Debt Yield Ratio (4)	 	 	 
	 	 	 	 	 
	 	Debt Yield Ratio	#
                                         of


        loans

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	  See
    footnotes on last page of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    Page 7 of 23 


     


    
 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Mortgage Loan and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service Coverage Ratio	 	Property
    Type (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note
    Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See
    footnotes on last page of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Page 8 of 23 


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Mortgage Loan and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated
    Remaining Term (ARD and Balloon Loans)	 	Remaining
    Stated Term (Fully Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization Term (ARD and Balloon Loans)	 	Age
    of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1) Debt Service
Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the
most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the
offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this
calculation.


	 
	 	 	 
	 	(2) Anticipated
                     Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
                     Anticipated Repayment Date, if applicable, and the Maturity Date. 



	 
	 	 	 
	 	(3) Data
                     in this table was calculated by allocating pro-rata the current loan information to the properties based
                     upon the Cut-Off Date balance of each property as disclosed in the offering document.



	 
	 	 	 
	 	The Scheduled Balance Totals reflect
    the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled
    Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum
    of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified
    into a split loan structure. The “State” and “Property” stratification tables do not include the balance
    of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into
    a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note
    (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.	 
	 	 	 
	 	Note: There are no Hyper-Amortization
    Loans included in the Mortgage Pool.	 
	 	 	 	 	 


 


    Page 9 of 23 


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	SS



	-	Self Storage



	1	-	Modification	7	-	REO	11	-	Full Payoff	1	-	Maturity Date Extension	6	-	Capitalization on Interest	 
	 	RT 	-	Retail	98	-	Other



	2 	-	Foreclosure	8	-	Resolved	12 	 -	Reps and
    Warranties  	2	-	Amortization Change	7	-	Capitalization on Taxes	 
	 	HC	-	Health Care	SE	-	Securities



	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD	3	-	Principal Write-Off	8	-	Other	 
	 	 IN	-	Industrial	CH	-	Cooperative
                                         Housing



	4	-	Extension			to Master Servicer	98	-	Other	4	-	Blank	9	-	Combination	 
	 	MH	-	Mobile Home Park	WH	-	Warehouse	5	-	Note Sale	10	- 	Deed in Lieu Of				5	-	Temporary Rate Reduction  	10	-	Forbearance



	 
	 	OF 	-	Office	ZZ



	-	Missing Information



	6	-	DPO



	 	 	Foreclosure



	 	 	 	 	 	 	 	 	 	 
	 	MU







	-	Mixed Use



	SF	-	Single Family



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	LO



	-	Lodging	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 











 


    Page 10 of 23 


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18





	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI
    Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI (1)	Most

    Recent

    NOI (1)	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
                                         The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data
                                         reported by the Master Servicer. An NOI of 0.00 means the Master Servicer did not report
                                         NOI figures in their loan level reporting.



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 11 of 23 


     


    










 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18






	 	 	 	 	 	 	 	 	 
	 	Principal
    Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Loan
    Group	Offering
    Document
Cross-Reference	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Payoff
    Amount	Curtailment
    Amount	Prepayment
    

    Premium	Yield
    Maintenance
Charge	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    Page 12 of 23 


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	WAM 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Amount 	#	Amount	Coupon	Remit	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals
    are excluded from the delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 13 of 23 


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer
    Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	- Current	4	-	Performing Matured Balloon



	1	-	Modification	7	-	REO	11	-	Full Payoff



	 	 
	 	 	 	 	But Still in Grace Period	1	- 30-59 Days Delinquent	5 	-	Non Performing Matured
    Balloon	2 	-	Foreclosure	8	-	Resolved	12	-	Reps
    and Warranties	 	 
	 	 	 	 	Or Not Yet Due	2	- 60-89 Days Delinquent	6	-	121+ Days Delinquent	3 	-	Bankruptcy	9	-	Pending Return	13	-	TBD	 	 
	 	 	B	-	Late Payment But Less	3	- 90-120 Days Delinquent	 	 	 	4 	-	Extension			to Master Servicer	98	-	Other



	 	 
	 	 	 	 	Than 30 Days Delinquent	 	 	 	 	 	5 	-	Note Sale	10	 -	Deed
                                      In Lieu Of



				 	 
	 	 	** Outstanding P & I Advances
    include the current period advance.	6	-	DPO	 	 	Foreclosure	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 14 of 23 


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	DSCR

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1)
    Resolution Strategy Code	(2)
    Property Type Code	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	- 	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	- 	Mixed Use



	SF 	- 	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	- 	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 15 of 23 


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18





	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

     Cross-Reference 	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date	Appraisal
    Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment
                                         from Special Servicer



	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code	(2)
    Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	-	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	-	Mixed Use



	SF 	-	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	-	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 16 of 23 


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18





	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	Loan
    Group 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    Page 17 of 23 


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18






	 	 	 	 	 	 	 	 	 	 
	 	Modified
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    Page 18 of 23 


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Liquidated Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 19 of 23 


     


    



 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Bond/Collateral Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals     	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    Page 20 of 23 


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

    Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 21 of 23 


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18






	 	 	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	 Other
     (Shortfalls)/ 

     Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total
    Interest Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    Page 22 of 23 


     


    

 










	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B4 Mortgage
    Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2018-B4	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	8/17/18
	Record Date:	7/31/18
	Determination Date:	8/13/18





	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	Disclosable
                                         Special Servicer Fees, Loan Event of Default, Servicer Termination Event or Special Servicer
                                         Termination Event information would be disclosed here.





	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 






    Page 23 of 23 


     


    

  


EXHIBIT
L-1A


 


Form
of Investor Certification for Non-Borrower PartY

(for Persons other than the Directing holder and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045


Attention:
Corporate Trust Services – Benchmark 2018-B4 Mortgage Trust 


Email:
trustadministrationgroup@wellsfargo.com 


cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating to Benchmark
                                         2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the
above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is either a certificateholder, beneficial owner or prospective purchaser of the above-referenced Class ___ Certificates,
and is neither the Directing Holder nor a Controlling Class Certificateholder.


 


2.       In
the case of a Publicly Offered Certificate, the undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information shall not, without the prior written consent of the Depositor, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part.


 


The
undersigned shall not use or disclose the Information in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or
would require


 






    L-1A-1


     


    

 


registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the date certified.





	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:


 




    L-1A-2


     


    

 


EXHIBIT
L-1B


 


Form
of Investor Certification for Non-Borrower PartY (for the directing holder and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells
    Fargo Bank, National Association

    Commercial Mortgage Servicing

    Three Wells Fargo 

    401 South Tryon Street, 8th Floor

    MAC D1050-084

    Charlotte, North Carolina 28202

    Attention: Benchmark 2018-B4 Asset Manager Email: commercial.servicing@wellsfargo.com	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – Benchmark 2018-B4

    Email: trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 
	CWCapital
        Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Brian Hanson (Benchmark 2018-B4)

         

        with
        a copy to:

        Email: CWCAMnoticesBenchmark2018-B4@cwcapital.com

         

        and
        with a copy to:

         

        CWCapital
Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department 
	Park
        Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: Benchmark 2018-B4 – Surveillance Manager

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

         

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – Benchmark 2018-B4

         



 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating to Benchmark
                                         2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the
above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is either the Directing Holder or a Controlling Class Certificateholder.


 


3.       The
undersigned is not a Borrower Party.


 






    L-1B-1


     


    

 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information shall not, without the prior written consent of the Depositor, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part, unless required to do so by law, regulation
or legal, judicial or administrative process; provided, however, that the confidentiality requirement detailed above
shall not apply to information which (i) is already in the undersigned’s possession, (ii) is or becomes publicly available
other than as a result of a disclosure by the undersigned in breach of this agreement or (iii) is or becomes available to the
undersigned from a source other than the Certificate Administrator’s Website.


 


The
undersigned shall not use or disclose the Information in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned shall deliver the certification
attached as Exhibit L-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit L-1E and Exhibit L-1F to the Pooling and Servicing Agreement.


 


7.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






    L-1B-2


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the date certified.





	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:


 




    L-1B-3


     


    

 


EXHIBIT
L-1C


 


Form
of Investor Certification for Borrower PartY

(for Persons other than the Directing Holder and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells
    Fargo Bank, National Association

    Commercial Mortgage Servicing

    Three Wells Fargo 

    401 South Tryon Street, 8th Floor

    MAC D1050-084

    Charlotte, North Carolina 28202

    Attention: Benchmark 2018-B4 Asset Manager Email: commercial.servicing@wellsfargo.com	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – Benchmark 2018-B4

    Email: trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 
	CWCapital
        Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Brian Hanson (Benchmark 2018-B4)

         

        with
        a copy to:

        Email: CWCAMnoticesBenchmark2018-B4@cwcapital.com

         

        and
        with a copy to:

         

        CWCapital
Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department 
	Wilmington
    Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee – Benchmark 2018-B4


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating to Benchmark
                                         2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the
above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 






    L-1C-1


     


    

 


1.       The
undersigned is either a certificateholder, beneficial owner or prospective purchaser of the above-referenced Class ___ Certificates,
and is neither the Directing Holder nor a Controlling Class Certificateholder.


 


2       The
undersigned is a Borrower Party.


 


3.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to the Distribution Date Statements on the Certificate
Administrator’s Website.


 


In
consideration of the disclosure to the undersigned of the Distribution Date Statements, or the access thereto, the undersigned
shall keep the Distribution Date Statements confidential (except from such outside persons as are assisting it in making an evaluation
in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental
or banking authorities or agencies to which the undersigned is subject), and such Distribution Date Statements shall not, without
the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole
or in part.


 


The
undersigned shall not use or disclose the Distribution Date Statements in any manner which could result in a violation of any
provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act
of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities
Act.


 


4.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


5.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


6.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.





	 	 	 
	 	By:	 
	 	 	Title:



 






    L-1C-2


     


    

 


	 	 	Company:
	 	 	Phone:


 




    L-1C-3


     


    

 


EXHIBIT
L-1D


 


Form
of Investor Certification for Borrower PartY

(for the Directing Holder and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells
    Fargo Bank, National Association

    Commercial Mortgage Servicing

    Three Wells Fargo 

    401 South Tryon Street, 8th Floor

    MAC D1050-084

    Charlotte, North Carolina 28202

    Attention: Benchmark 2018-B4 Asset Manager Email: commercial.servicing@wellsfargo.com	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – Benchmark 2018-B4

    Email: trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 
	CWCapital
        Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Brian Hanson (Benchmark 2018-B4)

         

        with
        a copy to:

         

        Email:
        CWCAMnoticesBenchmark2018-B4@cwcapital.com

        and with a copy to:

         

        CWCapital
Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department 
	Park
        Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: Benchmark 2018-B4 – Surveillance Manager

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

         

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – Benchmark 2018-B4

         



 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating to Benchmark
                                         2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the
above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Directing Holder][a Controlling Class Certificateholder].


 


2       The
undersigned is a Borrower Party with respect to the following Excluded Controlling Class Mortgage Loans:


 






    L-1C-4


     


    

 


[IDENTIFY
EXCLUDED CONTROLLING CLASS MORTGAGE LOANS] (the “Excluded Controlling Class Mortgage Loans”)


 


3.       Except
with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Pooling and
Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s Website.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information shall not, without the prior written consent of the Depositor, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part.


 


The
undersigned shall not use or disclose the Information in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the Excluded Controlling Class Mortgage Loans to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s website or otherwise receives access to
such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representative and shall indemnify
each party to the Pooling and Servicing Agreement, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide such Excluded Information to the related Borrower or (A) any employees or personnel of the undersigned or any
Affiliate involved in the management of any investment in the related Borrower or the related Mortgaged Property or (B) to its
actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower, and (ii) will
maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations
described in clause (i) above.


 






    L-1C-5


     


    

 


7.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY
ITS CERTIFICATION HEREOF, the undersigned shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.]


	 	 	 
	 	 	[The Directing Holder][a Controlling Class Certificateholder]
	 	 	 
	By:	 	 
	Title:	 
	Company:	 
	Phone:	 



 



 




    L-1C-6


     


    

 


EXHIBIT
L-1E


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	Wells
    Fargo Bank, National Association

    Commercial Mortgage Servicing

    Three Wells Fargo 

    401 South Tryon Street, 8th Floor

    MAC D1050-084

    Charlotte, North Carolina 28202

    Attention: Benchmark 2018-B4 Asset Manager Email: commercial.servicing@wellsfargo.com	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – Benchmark 2018-B4

    Email: trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 
	CWCapital
        Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Brian Hanson (Benchmark 2018-B4)

         

        with
        a copy to:

        Email: CWCAMnoticesBenchmark2018-B4@cwcapital.com

         

        and
        with a copy to:

         

        CWCapital
Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department
	Park
        Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: Benchmark 2018-B4 – Surveillance Manager

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

         

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – Benchmark 2018-B4

         



 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating to Benchmark
                                         2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4



 


THIS
NOTICE IDENTIFIES AN “EXCLUDED CONTROLLING CLASS MORTGAGE LOAN” RELATING TO THE BENCHMARK 2018-B4 MORTGAGE TRUST COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2018-B4, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.32 OF THE POOLING
AND SERVICING AGREEMENT.


 


In
accordance with Section 4.02(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 






    L-1E-1


     


    

 


1.       The
undersigned is [the Directing Holder] [a Controlling Class Certificateholder] as of the date hereof.


 


2.       The
undersigned has become an Excluded Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded
Controlling Class Mortgage Loans”):


 


	Mortgage
    Loan Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.       As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, the Certificate
Administrator’s determination as to whether a Consultation Termination Event or Control Termination Event is in effect with
respect to the Excluded Controlling Class Mortgage Loans listed in paragraph 2 if any such mortgage loan is an Excluded Mortgage
Loan:


 


	CUSIP	Class	Outstanding
    Certificate Balance	Initial
    Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


4.       The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit L-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the Excluded Controlling Class Mortgage Loans on
the Certificate Administrator’s website unless and until it has (i) delivered notice of the termination of the related Excluded
Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 4.02(b) of the Pooling
and Servicing Agreement.


 


5.       The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the Excluded Controlling Class Mortgage Loans listed in
Paragraph 2 above.


 






    L-1E-2


     


    

 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto
by its duly authorized officer, as of the day and year written above.





	 	 	 
	 	[Directing
                                         Holder][a Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	Email:
	 	 	Address:


  




    L-1E-3


     


    

 


EXHIBIT
L-1F


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	Via:
        Email

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services – Benchmark 2018-B4

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

        with
        a copy to:

         

        Wells
Fargo Bank, National Association

8480 Stagecoach Circle

Frederick, Maryland 21701-4747

Attention: Benchmark 2018-B4 



 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating to Benchmark
                                         2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4



 


In
accordance with Section 4.02(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby directs
you as follows:


 


1.       The
undersigned is the [Directing Holder][a Controlling Class Certificateholder] as of the date hereof.


 


2.       The
undersigned has become an Excluded Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded
Controlling Class Mortgage Loans”):


 


	Mortgage
    Loan Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    L-1F-1


     


    

 


3.       The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the Benchmark 2018-B4 Mortgage Trust securitization should be revoked as to such users: 


___________________________________________________ 


 


___________________________________________________


 


___________________________________________________


 


___________________________________________________


 


4.       The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
Excluded Controlling Class Mortgage Loans on the Certificate Administrator’s website unless and until it (i) is no longer
an Excluded Controlling Class Holder with respect to such Excluded Controlling Class Mortgage Loans, (ii) has delivered notice
of the related Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form of Exhibit
L-1E to the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto
by its duly authorized officer, as of the day and year written above.





	 	 
	 	[Directing
                                         Holder][a Controlling Class Certificateholder]
	 	 
	 	 
	 	Name:
	 	Title:
	 	Phone:
	 	Email:
	 	Address:


 


The
undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 






    L-1F-2


     


    

 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


________________________________ 




Name:

Title:


 




    L-1F-3


     


    

 


EXHIBIT
L-1G


 


Form
of Certification of the DIRECTING HOLDER


 


[Date]


	Wells
    Fargo Bank, National Association

    Commercial Mortgage Servicing

    Three Wells Fargo 

    401 South Tryon Street, 8th Floor

    MAC D1050-084

    Charlotte, North Carolina 28202

    Attention: Benchmark 2018-B4 Asset Manager Email: commercial.servicing@wellsfargo.com	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – 2018-B4

    Email: trustadministrationgroup@wellsfargo.com

    cts.cmbs.bond.admin@wellsfargo.com
	 	 
	CWCapital
        Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Brian Hanson (Benchmark 2018-B4)

         

        with
        a copy to:

        Email: CWCAMnoticesBenchmark2018-B4@cwcapital.com

         

        and
        with a copy to:

         

        CWCapital
        Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Legal Department

         
	Park
        Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: Benchmark 2018-B4-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

         

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – Benchmark 2018-B4

         

        Deutsche
        Mortgage & Asset Receiving Corporation

        

        60
        Wall Street

        

        New
        York, New York 10005

        

        Attention:
        Lainie Kaye

        

        with
        a copy via email to:

        

        cmbs.requests@db.com



 





		Re:	Pooling
and Servicing Agreement (“Pooling and Servicing Agreement”) relating to Benchmark 2018-B4 Mortgage Trust Commercial
Mortgage Pass-Through Certificates, Series 2018-B4


 


In
accordance with Section 3.29(a) of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Controlling Class Representative.


 






     L-1G-1


    


    

 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit L-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit L-1E and Exhibit L-1F to the Pooling and Servicing Agreement.


 


4.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY
ITS CERTIFICATION HEREOF, the undersigned shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.]


 





	 	[The
Controlling Class Representative][a Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Title:

                                         Company:

                                         Phone:


 






     L-1G-2


    


    

 


EXHIBIT
L-2


 


FORM
OF FINANCIAL MARKET PUBLISHER CERTIFICATION


 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor.


 


In
connection with the Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”),
entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association,
as master servicer, CWCapital Asset Management LLC, as special servicer, Park Bridge Lender Services LLC,
as operating advisor and asset representations reviewer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank,
National Association, as certificate administrator, paying agent and custodian, the undersigned hereby certifies and agrees as
follows:


 


		1.	The
                                         undersigned is an employee or agent of BlackRock Financial Management, Inc., Moody’s
                                         Analytics, Bloomberg Financial Markets, L.P., RealInsight, CMBS.com, Inc., Intex Solutions,
                                         Inc., Trepp, LLC, Interactive Data Corporation, Markit LLC or Thomson Reuters Corporation,
                                         a market data provider that has been given access to the Distribution Date Statements,
                                         CREFC® reports and supplemental notices delivered or made available pursuant
                                         to Section 4.02 of the Pooling and Servicing Agreement to Privileged Persons on www.ctslink.com
                                         (the “Website”) by request of the Depositor.



 


		2.	The
                                         undersigned agrees that each time it accesses the Website, the undersigned is deemed
                                         to have recertified that the representation above remains true and correct.



 


		3.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the agreement pursuant to which the Certificates were issued.



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 




     L-2-1


    


    

 


EXHIBIT
M


 


FORM
OF NOTIFICATION FROM CUSTODIAN


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B4



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby notifies you that,
based upon the review required under the Pooling and Servicing Agreement, the Mortgage File for each Mortgage Loan set forth on
the attached defect schedule contains a document or documents which (i) has not been executed or received, (ii) has not been recorded
or filed (if required), (iii) is unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, (iv) appears not to
be what they purport to be or has been torn in any materially adverse manner or (v) is mutilated or otherwise defaced, in each
case as more fully described on the attached defect schedule.


 


The
Custodian has no responsibility to determine, and expresses no opinion with respect thereto, whether any document or opinion is
legal, valid, binding or enforceable, whether the text of any assignment or endorsement is in proper or recordable form (except,
if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance
with the requirements of any applicable jurisdiction, whether a blanket assignment is permitted in any applicable jurisdiction,
or whether any Person executing any document or rendering any opinion is authorized to do so or whether any signature thereon
is genuine.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
    as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




     M-1


    


    

 


SCHEDULE
A

TO

FORM OF NOTIFICATION FROM CUSTODIAN


 


Deutsche
Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy via email to:


 


cmbs.requests@db.com


 


Park
Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: Benchmark 2018-B4-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – Benchmark 2018-B4


 






     M-2


    


    

 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: Benchmark 2018-B4 Asset Manager

Facsimile number: (704) 715-0036





With
a copy by email to: commercial.servicing@wellsfargo.com



with a copy to:



Wells Fargo Bank, National Association

Legal Department

301 South College Street

Charlotte, North Carolina 28202-0166

Attention: Commercial Mortgage Servicing Legal Support

Facsimile number: (704) 383-0353

Reference: Benchmark 2018-B4



with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: Benchmark 2018-B4

Fax Number: (704) 353-3190

Email: stacy.ackermann@klgates.com


 


CWCapital
Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Brian Hanson (Benchmark 2018-B4)


 


with
a copy to:

Email: CWCAMnoticesBenchmark2018-B4@cwcapital.com


 


and
with a copy to:


CWCapital
Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department


 






     M-3


    


    

 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services — Benchmark 2018-B4


 


with
copies to:



ct.cmbs.bond.admin@wellsfargo.com; and

trustadministrationgroup@wellsfargo.com


 


If
no Consultation Termination Event has occurred and is continuing:


 


Barings
LLC





c/o
Barings Real Estate Advisers





One
Financial Plaza





Hartford,
Connecticut 06103





Attention:
Thomas Zitko, Managing Director – Benchmark 2018-B4 CMBS Pool


 


with
a copy to:


 


Barings
Real Estate Advisers





One
Financial Plaza





Hartford,
Connecticut 061034

Attention: Legal Department – Benchmark 2018-B4 CMBS Pool


 


To the applicable Mortgage Loan Seller:





[German
American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy via email to:


 


cmbs.requests@db.com]


 


[JPMorgan
Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Kunal Singh

Email: US_CMBS_Notice@jpmorgan.com


 


with
a copy to:



JPMorgan Chase Bank, National Association

4 New York Plaza, 21st Floor

New York, New York 10004


 






     M-4


    


    

 


Attention: Bianca A. Russo, Esq.

Email: US_CMBS_Notice@jpmorgan.com]


 


[Citi
Real Estate Funding Inc.

390 Greenwich Street, 7th Floor

New York, New York 10013

Attention: Richard Simpson

Facsimile: (646) 328-2943


 


with
a copy to:


 


Citi
Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan O’Connor


 


with
copies by electronic mail to:


 


richard.simpson@citi.com,
and ryan.m.oconnor@citi.com and, in the case of each Rule 15Ga-1 Notice, cmbs.notice@citi.com]


 








 




     M-5


    


    

 


DEFECT
SCHEDULE

TO FORM OF NOTIFICATION FROM CUSTODIAN


 




     M-6


    


    

 


EXHIBIT
N-1


 


FORM
OF CLOSING DATE CUSTODIAN CERTIFICATION



[Date]


 


[               ]

[               ]

[               ]

Attention: [               ]


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B4



 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, the Custodian hereby certifies that, with respect to each
Mortgage Loan listed on the Mortgage Loan Schedule attached hereto as Schedule A, (a) the Custodian has in its possession the
documents specified in clause (i) of the definition of “Mortgage File”, (b) the foregoing documents delivered or caused
to be delivered by the Mortgage Loan Sellers as described in clause (a) above have been reviewed by it or by a Custodian on its
behalf and appear regular on their face, appear to be executed and purports to relate to such Mortgage Loan, except as identified
on the schedule attached hereto, and (c) each of the documents specified in Section 2.01(a)(ii), 2.01(a)(vii), 2.01(a)(xi) and
2.01(a)(xix) of the Pooling and Servicing Agreement have been received, have been executed, appear to be what they purport to
be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner or mutilated or otherwise
defaced, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Pooling and Servicing Agreement.





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     N-1-1


    


    

 


SCHEDULE
A 

TO CLOSING DATE CUSTODIAN CERTIFICATION


 


MORTGAGE
LOAN SCHEDULE


 




     N-1-2


    


    

 


EXHIBIT
N-2


 


FORM
OF POST-CLOSING CUSTODIAN CERTIFICATION


 


[Date]


 


[               ]

[               ]

[               ]

Attention: [               ]


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B4



 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, the Custodian hereby certifies, subject to the terms of the
Pooling and Servicing Agreement, that, with respect to each Mortgage Loan listed on the Mortgage Loan Schedule attached hereto
as Schedule A, all documents (other than documents referred to in clauses (xix) and (xx) of Section 2.01(a) of the Pooling and
Servicing Agreement and the documents referred to in clauses (iii), (iv)(B), (v)(B) and (viii)(B) of Section 2.01(a) of the Pooling
and Servicing Agreement and the assignments of financing statements referred to in clause (xiii) of Section 2.01(a) of the Pooling
and Servicing Agreement) referred to in Section 2.01(a) of the Pooling and Servicing Agreement (in the case of the documents referred
to in Section 2.01(a)(iv), (vi), (viii), (ix), (x), (xi), (xii) through (xvi) and (xviii) through (xx) of the Pooling and Servicing
Agreement, as identified to it in writing as a document required to be delivered by the related Mortgage Loan Seller) and any
original recorded documents included in the delivery of a Mortgage File have been received, have been executed, appear to be what
they purport to be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner or
mutilated or otherwise defaced, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule,
in each case, except as set forth on the attached schedule hereto.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Pooling and Servicing Agreement.





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     N-2-1


    


    

 


SCHEDULE
A 

TO POST-CLOSING CUSTODIAN CERTIFICATION


 


MORTGAGE
LOAN SCHEDULE


 




     N-2-2


    


    

 


EXHIBIT
O


 


FORM
OF TRUSTEE BACKUP CERTIFICATION


 


Benchmark
2018-B4 Mortgage Trust (The “Trust”)


 


The
undersigned, __________, a __________ of Wilmington Trust, National Association, on behalf of Wilmington Trust, National Association,
as trustee (the “Trustee”), under that certain Pooling and Servicing Agreement, dated as of July 1, 2018 (the
“Pooling and Servicing Agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor,
Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Park Bridge Lender
Services LLC, as operating advisor and asset representations reviewer, Wilmington
Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “Certificate Administrator”), paying agent and custodian, certifies to [ ], Deutsche Mortgage & Asset
Receiving Corporation and its officers, directors and affiliates, to the extent that the following information is within the Trustee’s
normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they
will rely upon this certification, that:


 


		1.	I
                                         am responsible for reviewing the activities performed by the Trustee and based on my
                                         knowledge and the compliance reviews conducted in preparing the Trustee compliance statements
                                         required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except
                                         as disclosed to the Certificate Administrator and to the Depositor, the Trustee has fulfilled
                                         its obligations in all material respects under the Pooling and Servicing Agreement; and



 


		2.	The
                                         report on assessment of compliance with servicing criteria applicable to the Trustee
                                         for asset-backed securities with respect to the Trustee or any Servicing Function Participant
                                         retained by the Trustee and related attestation report on assessment of compliance with
                                         servicing criteria applicable to it required to be included in the annual report on Form
                                         10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange
                                         Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate
                                         Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of
                                         noncompliance described in such reports have been provided to the Certificate Administrator
                                         and the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 






     O-1


    


    

 


Date: ________________________





	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     O-2


    


    

 


EXHIBIT
P


 


FORM
OF CUSTODIAN BACKUP CERTIFICATION


 


Benchmark
2018-B4 Mortgage Trust (The “Trust”)


 


The
undersigned, __________, a __________ of Wells Fargo Bank, National Association, on behalf of Wells Fargo Bank, National Association,
as custodian (in such capacity, the “Custodian”), under that certain Pooling and Servicing Agreement, dated
as of July 1, 2018 (the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage & Asset
Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC,
as special servicer, Park Bridge Lender Services LLC, as operating advisor and
asset representations reviewer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association,
as certificate administrator, paying agent and custodian, certifies to [ ], Deutsche Mortgage & Asset Receiving Corporation
and its officers, directors and affiliates, to the extent that the following information is within the Custodian’s normal
area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will
rely upon this certification, that:


 


		1.	I
                                         am responsible for reviewing the activities performed by the Custodian and based on my
                                         knowledge and the compliance reviews conducted in preparing the Custodian compliance
                                         statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB,
                                         and except as disclosed to the Certificate Administrator and to the Depositor, the Custodian
                                         has fulfilled its obligations in all material respects under the Pooling and Servicing
                                         Agreement; and



 


		2.	The
                                         report on assessment of compliance with servicing criteria applicable to the Custodian
                                         for asset-backed securities with respect to the Custodian or any Servicing Function Participant
                                         retained by the Custodian and related attestation report on assessment of compliance
                                         with servicing criteria applicable to it required to be included in the annual report
                                         on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and
                                         Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate
                                         Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of
                                         noncompliance described in such reports have been provided to the Certificate Administrator
                                         and the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 






     P-1


    


    

 

Date: ________________________





	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     P-2


    


    

 


EXHIBIT
Q


 


FORM
OF CERTIFICATE ADMINISTRATOR BACKUP CERTIFICATION


 


Benchmark
2018-B4 Mortgage Trust (The “Trust”)


 


The
undersigned, __________, a __________ of Wells Fargo Bank, National Association, on behalf of Wells Fargo Bank, National Association,
as certificate administrator, (in such capacity, the “Certificate Administrator”), paying agent and custodian,
under that certain Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”),
between Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”),
CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association,
as trustee (the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator, custodian
and paying agent, and Park Bridge Lender Services LLC, as operating advisor (in
such capacity, the “Operating Advisor”) and asset representations reviewer (in such capacity, the “Asset
Representations Reviewer”), certifies to [_____], Deutsche Mortgage & Asset Receiving Corporation and its officers,
directors and affiliates, to the extent that the following information is within the Certificate Administrator’s normal
area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will
rely upon this certification, that:


 


		1.	I
                                         have reviewed the annual report on Form 10-K for the fiscal year [20___] (the “Annual
                                         Report”), and all reports on Form 10-D and Form 8-K to be filed in respect
                                         of periods included in the year covered by the Annual Report (collectively with the Annual
                                         Report, the “Reports”), of the Trust;



 


		2.	To
                                         my knowledge, the Reports taken as a whole, do not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by the Annual Report;



 


		3.	To
                                         my knowledge, the distribution information required to be provided by the Certificate
                                         Administrator under the Pooling and Servicing Agreement for inclusion in the Reports
                                         is included in the Reports;



 


		4.	I
                                         am responsible for reviewing the activities performed by the Certificate Administrator
                                         under the Pooling and Servicing Agreement and based on my knowledge and the compliance
                                         reviews conducted in preparing the Certificate Administrator compliance statements required
                                         for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed
                                         on any Reports, the Certificate Administrator has fulfilled its obligations in all material
                                         respects under the Pooling and Servicing Agreement; and



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Certificate
                                         Administrator for asset-backed securities with respect to the Certificate Administrator
                                         or any Servicing Function Participant retained by the Certificate Administrator and related
                                         attestation report on assessment of compliance with servicing 



 






     Q-1


    


    

 


criteria applicable to
                                         it required to be included in the annual report on Form 10-K for the Relevant Period
                                         in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18
                                         has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of noncompliance described in such reports have been provided to the
                                         Depositor for disclosure in such annual report on Form 10-K.


 


In
giving the certifications above, the Certificate Administrator has reasonably relied on information provided to it by the following
unaffiliated persons: the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and
the Depositor.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 

Date: ________________________





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     Q-2


    


    

 


EXHIBIT
R


 


FORM
OF OPERATING ADVISOR BACKUP CERTIFICATION


 


Benchmark
2018-B4 Mortgage Trust (the “Trust”)


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Operating Advisor
                                         to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable,
                                         pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on
                                         Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K
                                         (the “Operating Advisor Reports”) have been submitted by the Operating
                                         Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
                                         as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the operating advisor information contained in the Operating Advisor
                                         Reports, taken as a whole, does not contain any untrue statement of a material fact or
                                         omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports;



 


		3.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Operating Advisor with respect
                                         to the Trust’s fiscal year ________ have been provided all information relating
                                         to the Operating Advisor’s assessment of compliance with the Relevant Servicing
                                         Criteria, in order to enable them to conduct a review in compliance with the standards
                                         for attestation engagements issued or adopted by the PCAOB; and



 


		4.	The
                                         report on assessment of compliance with servicing criteria applicable to the Operating
                                         Advisor for asset-backed securities with respect to the Operating Advisor or any Servicing
                                         Function Participant retained by the Operating Advisor and related attestation report
                                         on assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of noncompliance described in such reports have been provided to the
                                         Certificate Administrator and the Depositor for disclosure in such annual report on Form
                                         10-K.



 






     R-1


    


    

 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 

Date:
        _________________


 





	 	 	 	 
	 	Park
Bridge Lender Services LLC
	 	 	 
	 	By:	Park Bridge Advisors LLC, Its Sole Member
	 	 	 
	 	By:	Park Bridge Financial LLC, Its Sole Member
	 	 	 
	 	By:	 	 
	 	Name:
	 	Title:


 




     R-2


    


    

 


EXHIBIT
S


 


[RESERVED]


 




     S-1


    


    

 


EXHIBIT
T


 


FORM
OF MASTER SERVICER BACKUP CERTIFICATION


 


Benchmark
2018-B4 Mortgage Trust (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of Wells Fargo Bank, National Association (in such capacity, the “Master
Servicer”) under that certain Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing
Agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor, the Master Servicer, CWCapital
Asset Management LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC,
as operating advisor and asset representations reviewer, Wilmington Trust, National Association , as trustee, and Wells Fargo
Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification],
the Depositor, each Other Depositor and their respective officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), and assuming the accuracy of the statements required to be made by
                                         the Special Servicer, [each applicable Other Servicer and each applicable Other Special
                                         Servicer] in the backup certificate[s] delivered by the Special Servicer, [each applicable
                                         Other Servicer and each applicable Other Special Servicer] relating to the Relevant Period,
                                         all servicing information and all reports required to be submitted by the Master Servicer
                                         to the Certificate Administrator pursuant to Sections 3.13(a) and 3.13(c) of the Pooling
                                         and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant
                                         Period and inclusion in all reports on Form 10-D or Form 8-K (the “Servicer
                                         Reports”) have been submitted by the Master Servicer to the Certificate Administrator
                                         for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made by the
                                         Special Servicer, [each applicable Other Servicer and each applicable Other Special Servicer]
                                         in the backup certificate[s] delivered by the Special Servicer, [each applicable Other
                                         Servicer and each applicable Other Special Servicer] relating to the Relevant Period,
                                         the master servicing information contained in the Servicer Reports, taken as a whole,
                                         does not contain any untrue statement of a material fact or omit to state a material
                                         fact necessary to make the statements made, in light of the circumstances under which
                                         such statements were made, not misleading with respect to the period covered by these
                                         reports;



 


		3.	I
                                         am, or a servicing officer under my supervision is, responsible for reviewing the activities
                                         performed by the Master Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the annual compliance reviews conducted in preparing the servicer
                                         compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation
                                         AB with respect to the Master Servicer, and except 



 






     T-1


    


    

 


as disclosed in the compliance certificate
                                         delivered by the Master Servicer under Section 10.11 of the Pooling and Servicing Agreement,
                                         the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
                                         in all material respects in the year to which such report applies;


 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Master Servicer with respect to
                                         the Trust’s fiscal year _____ have been provided all information relating to the
                                         Master Servicer’s assessment of compliance with the Relevant Servicing Criteria
                                         in order to enable them to conduct a review in compliance with the standards for attestation
                                         engagements issued or adopted by the PCAOB; and



 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Master Servicer
                                         for asset-backed securities with respect to the Master Servicer or any Servicing Function
                                         Participant retained by the Master Servicer and related attestation report on assessment
                                         of compliance with servicing criteria applicable to it required to be included in the
                                         annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
                                         AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to
                                         the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material
                                         instances of noncompliance described in such reports have been provided to the Certificate
                                         Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


In
giving the certification above, I have reasonably relied on and make no certification as to information provided to me by the
following unaffiliated parties: [name(s) of servicer, sub-servicer, co-servicer, Other Servicer, Other Special Servicer or Other
Trustee not retained by the master servicer giving certification] and, notwithstanding the foregoing certifications, neither I
nor Master Servicer makes any certification under the foregoing clauses (2) and (3) with respect to the information in the Servicing
Reports that is in turn dependent upon information provided by the Special Servicer under the Pooling and Servicing Agreement
or by any Other Servicer, Other Special Servicer or Other Trustee.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 

Date: ________________________





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     T-2


    


    

 


EXHIBIT
U


 


FORM
OF SPECIAL SERVICER BACKUP CERTIFICATION


 


Benchmark
2018-B4 Mortgage Trust (the “Trust”)


 


I,
[identify the certifying individual], a [_______________ ] of CWCapital Asset Management LLC,
as special servicer (the “Special Servicer”) under that certain Pooling and Servicing Agreement dated
as of July 1, 2018 (the “Pooling and Servicing Agreement”), between Deutsche Mortgage & Asset Receiving
Corporation, as depositor, Park Bridge Lender Services LLC, as operating advisor
and asset representations reviewer, Wilmington Trust, National Association, as trustee, Wells Fargo, National Association, as
certificate administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian,
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and CWCapital
Asset Management LLC, as the Special Servicer, on behalf of the Special Servicer, certify to [Name of Certifying Person(s) for
Sarbanes-Oxley Certification], the Depositor, each Other Depositor and their respective officers, directors and affiliates, and
with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all servicing information and all required reports required to be
                                         submitted by the Special Servicer to the Master Servicer, the Depositor, Trustee or Certificate
                                         Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion
                                         in the annual report on Form 10-K for the Relevant Period and inclusion in all reports
                                         on Form 10-D or Form 8-K (the “Special Servicer Reports”) have been
                                         submitted by the Special Servicer to the Master Servicer, the Depositor, the Trustee
                                         or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the special servicing information contained in the Special Servicer
                                         Reports, taken as a whole, does not contain any untrue statement of a material fact or
                                         omit to state a material fact necessary to make the statements made therein, in light
                                         of the circumstances under which such statements were made, not misleading with respect
                                         to the period covered by these reports;



 


		3.	I
                                         am, or an officer under my supervision is, responsible for reviewing the activities performed
                                         by the Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge
                                         and the annual compliance reviews conducted in preparing the servicer compliance statements
                                         required in this report under Item 1123 of Regulation AB with respect to the Special
                                         Servicer, and except as disclosed in the compliance certificate delivered by the Special
                                         Servicer under Section 10.11 of the Pooling and Servicing Agreement, the Special Servicer
                                         has fulfilled its obligations under the Pooling and Servicing Agreement in all material
                                         respects in the year to which such report applies;



 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Special Servicer with respect
                                         to the Trust’s fiscal year _____ have been provided all information relating to
                                         the Special Servicer assessment of compliance with the Relevant Servicing Criteria, in
                                         order 



 






     U-1


    


    

 


to enable them to conduct a review in compliance with the standards for attestation
                                         engagements issued or adopted by the PCAOB; and


 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Special
                                         Servicer for asset-backed securities with respect to the Special Servicer or any Servicing
                                         Function Participant retained by the Special Servicer and related attestation report
                                         on assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of noncompliance described in such reports have been provided to the
                                         Certificate Administrator and the Depositor for disclosure in such annual report on Form
                                         10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 

Date: ________________________





	 	 	 
	 	CWCAPITAL
ASSET MANAGEMENT LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     U-2


    


    

 


EXHIBIT
V


 


FORM
OF SUB-SERVICER BACKUP CERTIFICATION


 


Benchmark
2018-B4 Mortgage Trust (the “Trust”)


 


As
contemplated by Section 10.08 of that certain Pooling and Servicing Agreement dated as of July 1, 2018 (the “Pooling
and Servicing Agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC,
as operating advisor and asset representations reviewer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank,
National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), paying
agent and custodian, [identify the certifying individual], a of , a [corporation] (the “Sub-Servicer”) as Sub-Servicer
in connection with the sub-servicing of one or more Mortgage Loans and/or Serviced Companion Loan under the Pooling and Servicing
Agreement, on behalf of the Sub-Servicer, certify to [Name of Each Certifying Person for Sarbanes-Oxley Certification], the Depositor,
each Other Depositor, the Master Servicer and their officers, directors and affiliates, and with the knowledge and intent that
they will rely upon this certification, that:


 


		1.	I
                                         have reviewed the Servicer Reports and Sub-Servicer Reports (each as defined below) relating
                                         to the Mortgage Loans and/or Serviced Companion Loan delivered by the Sub-Servicer to
                                         the Master Servicer, pursuant to the Sub-Servicing Agreement dated [___________], 20[__]
                                         by and between the Sub-Servicer and the Master Servicer (the “Sub-Servicing
                                         Agreement”);



 


		2.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all servicing information and all reports required to be submitted
                                         by the Sub-Servicer to the Certificate Administrator pursuant to the Pooling and Servicing
                                         Agreement (the “Servicer Reports”) for inclusion in the annual report
                                         on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form
                                         8-K have been submitted by the Sub-Servicer to the Certificate Administrator for inclusion
                                         in these reports;



 


		3.	Based
                                         on my knowledge, with respect to the Relevant Period, all servicing information and all
                                         reports required to be submitted by the Sub-Servicer to the Master Servicer pursuant
                                         to the Sub-Servicing Agreement (the “Sub-Servicer Reports”) have been
                                         submitted by the Sub-Servicer to the Master Servicer;



 


		4.	Based
                                         on my knowledge, the sub-servicer information contained in the Servicer Reports and Sub-Servicer
                                         Reports, taken as a whole, does not contain any untrue statement of a material fact or
                                         omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports;



 






     V-1


    


    

 


		5.	Based
                                         upon my knowledge and the annual compliance review performed as required under Section
                                         [__] of the Sub-Servicing Agreement, and except as disclosed in the compliance certificate
                                         delivered pursuant to Section [__] of the Sub-Servicing Agreement, the Sub-Servicer has
                                         fulfilled its obligations under the Sub-Servicing Agreement in all material respects;



 


		6.	[I
                                         am, or a servicing officer under my supervision is, responsible for reviewing the activities
                                         performed by the Sub-Servicer under the Sub-Servicing Servicing Agreement and based upon
                                         my knowledge and the annual compliance reviews conducted in preparing the servicer compliance
                                         statements for inclusion on Form 10-K pursuant Item 1123 of Regulation AB with respect
                                         to the Sub-Servicer, and except as disclosed in the compliance certificate delivered
                                         by the Sub-Servicer under Section [__] of the Sub-Servicing Agreement, the Sub-Servicer
                                         has fulfilled its obligations under the Sub-Servicing Agreement in all material respects
                                         in the year which such report applies];



 


		7.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Sub-Servicer with respect to the
                                         Trust’s fiscal year _____ have been provided all information relating to the Sub-Servicer’s
                                         assessment of compliance with the Relevant Servicing Criteria, in order to enable them
                                         to conduct a review in compliance with the standards for attestation engagements issued
                                         or adopted by the PCAOB; and



 


		8.	The
                                         report on assessment of compliance with servicing criteria applicable to the Sub-Servicer
                                         for asset-backed securities with respect to the Sub-Servicer or any Servicing Function
                                         Participant retained by the Sub-Servicer and related attestation report on assessment
                                         of compliance with servicing criteria applicable to it required to be included in the
                                         annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
                                         AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to
                                         the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material
                                         instances of noncompliance described in such reports have been provided to the Certificate
                                         Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Sub-Servicing Agreement, or if not defined in the Sub-Servicing
Agreement, then the meanings set forth in the Pooling and Servicing Agreement.


 

Date:        ________________





	 	 	 
	 	[Insert NAME OF SUB-SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     V-2


    


    

 


EXHIBIT
W


 


FORM
OF SARBANES-OXLEY CERTIFICATION


 


I,
[identify the certifying individual], certify that:


 


1.       I
have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this
report on Form 10-K of the Benchmark 2018-B4 Mortgage Trust (the “Exchange Act periodic reports”);


 


2.       Based
on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;


 


3.       Based
on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;


 


4.       Based
on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements
in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports
on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except
as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in
this report on Form 10-K.


 




     W-1


    


    

In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
Wells Fargo Bank, National Association, CWCapital Asset Management LLC, Wilmington Trust, National Association, Park Bridge Lender
Services LLC and [list any sub-servicers].


 


Dated:____________





	 	 
	 	[_____]

    (Senior officer in charge of securitization of the depositor)


  




     W-2


    


    

 


EXHIBIT
X


 


MORTGAGE
LOAN SELLER SUB-SERVICERS


 


	Mortgage
    Loan	Sub-Servicer
    Name
	Maple
    Street	Bellwether
    Enterprise Real Estate Capital, LLC
	Riverton
    Spring Creek	Northmarq
    Capital, LLC
	Meridian
    Corporate Center	Holliday
    Fenoglio Fowler L.P.
	The
    Market at Czech Hall	Holliday
    Fenoglio Fowler L.P.
	Courtyard
    Hershey	Berkadia
    Commercial Mortgage LLC
	Amsdell
    Belmont Self Storage	Berkadia
    Commercial Mortgage LLC



 






     X-1


    


    

 


EXHIBIT
Y


 


[Reserved]


 






     Y-1


    


    

 


EXHIBIT
Z


 


FORM
OF NRSRO CERTIFICATION


 


[Date]





 


Wells
Fargo Bank, National Association





9062
Old Annapolis Road





Columbia,
Maryland 21045





Attention:
Corporate Trust Services – Benchmark 2018-B4 Mortgage Trust


 


with
copies to:


 


ct.cmbs.bond.admin@wellsfargo.com,
and





trustadministrationgroup@wellsfargo.com


 


		Re:	Benchmark
                                         2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4
                                         



 


In
accordance with the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Agreement”), and executed
in connection with the above-referenced transaction, with respect to the certificates issued thereunder (the “Certificates”),
the undersigned hereby certifies as follows:


 


1.           
 (a)        The undersigned is a Rating Agency; or


 


(b)       The
undersigned is a nationally recognized statistical rating organization and either (x) has provided the Depositor with the appropriate
certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date,
is requesting access pursuant to the Agreement to certain information (the “Information”) on such 17g-5 website
pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to the undersigned with
respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall also be applicable
to information obtained from the 17g-5 Information Provider’s Website (including without limitation, to any information
received by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned did not have
access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by the provisions
of the confidentiality agreement attached hereto as Annex A which shall be applicable to it with respect to any information
obtained from the 17g-5 Information Provider’s Website, including any information that is obtained from the section of the
17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing Date.


 


2.       The
undersigned either (a) has not accessed information pursuant to Rule 17g–5(a)(3) ten (10) or more times during the most
recently ended calendar year, or (b) has determined and maintained credit ratings for at least 10% of the issued securities and
money market instruments for which it accessed information pursuant to Rule 17g–5(a)(3)(iii) in the


 






     Z-1


    


    

 


calendar year prior
to the year covered by the SEC Certification, if it accessed such information for 10 or more issued securities or money market
instruments.


 


3.       The
undersigned agrees that each time it accesses the 17g-5 Information Provider’s Website, it is deemed to have recertified
that the representations herein contained remain true and correct.


 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 




     Z-2


    


    

 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with [________] (together
with its affiliates, “[_______]”, the “Furnishing Entities” and each a “Furnishing Entity”)
furnishing certain financial, operational, structural and other information relating to the issuance of the Benchmark 2018-B4
Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”) pursuant to the Pooling and
Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between Deutsche Mortgage
& Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management
LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor
and asset representations reviewer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association,
as certificate administrator, paying agent and custodian, and the assets underlying or referenced by the Certificates, including
the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers and lessees with respect
to such assets (together, the “Collateral”) to you (the “NRSRO”) through the website of
Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement, including the
[section of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after the Closing Date
(as defined in the Pooling and Servicing Agreement]. Information provided by each Furnishing Entity is labeled as provided by
the specific Furnishing Entity.


 


		1.	Definition
                                         of Confidential Information. For purposes of this Confidentiality Agreement, the
                                         term “Confidential Information” shall include the following information
                                         (irrespective of its source or form of communication, including information obtained
                                         by you through access to this site) that may be furnished to you by or on behalf of a
                                         Furnishing Entity in connection with the issuance or monitoring of a rating with respect
                                         to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
                                         legal documents and other information (such information, the “Evaluation Material”)
                                         and (y) any of the terms, conditions or other facts with respect to the transactions
                                         contemplated by the Pooling and Servicing Agreement, including the status thereof; provided,
                                         however, that the term Confidential Information shall not include information
                                         which:



 


		-	was
                                         or becomes generally available to the public (including through filing with the Securities
                                         and Exchange Commission or disclosure in an offering document) other than as a result
                                         of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
                                         below) in violation of this Confidentiality Agreement;



 


		-	was
                                         or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
                                         that (i) is reasonably believed by you to be under no obligation to maintain the information
                                         as confidential and (ii) provides it to you without any obligation to maintain the information
                                         as confidential; or



 


		-	is
                                         independently developed by the NRSRO without reference to any Confidential Information.



 






     Z-3


    


    

 


		2.	Information
                                         to Be Held in Confidence.



 


		(a)	You
                                         will use the Confidential Information solely for the purpose of determining or monitoring
                                         a credit rating on the Certificates and, to the extent that any information used is derived
                                         from but does not reveal any Confidential Information, for benchmarking, modeling or
                                         research purposes (the “Intended Purpose”).



 


		(b)	You
                                         acknowledge that you are aware that the United States and state securities laws impose
                                         restrictions on trading in securities when in possession of material, non-public information
                                         and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative
                                         who is informed of the matters that are the subject of this Confidentiality Agreement
                                         to that effect.



 


		(c)	You
                                         will treat the Confidential Information as private and confidential. Subject to Section
                                         4, without the prior written consent of the applicable Furnishing Entity, you will not
                                         disclose to any person any Confidential Information, whether such Confidential Information
                                         was furnished to you before, on or after the date of this Confidentiality Agreement.
                                         Notwithstanding the foregoing, you may:



 


		(i)	disclose
                                         the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
                                         employees, legal representatives, agents and advisors (each, a “NRSRO Representative”)
                                         who, in the reasonable judgment of the NRSRO, need to know such Confidential Information
                                         in connection with the Intended Purpose; provided, that, prior to disclosure of
                                         the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable
                                         precautions to ensure, and shall be satisfied, that such NRSRO Representative will act
                                         in accordance with this Confidentiality Agreement;



 


		(ii)	solely
                                         to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),
                                         post the Confidential Information to the NRSRO’s password protected website; and



 


		(iii)	use
                                         information derived from the Confidential Information in connection with an Intended
                                         Purpose, if such derived information does not reveal any Confidential Information.



 


		3.	Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been 



 






     Z-4


    


    

 


informed by written notice that the related
                                         Furnishing Entity is seeking a protective order or other reasonable assurance for confidential
                                         treatment with respect to the requested Confidential Information, you agree not to disclose
                                         the Confidential Information while the Furnishing Entity’s effort to obtain such
                                         a protective order or other reasonable assurance for confidential treatment is pending.
                                         You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain
                                         a protective order or other reasonable assurance that confidential treatment will be
                                         accorded to the portion of the Confidential Information that is being disclosed, at the
                                         sole expense of such Furnishing Entity; provided, however, that in no event
                                         shall the NRSRO be required to take a position that such information should be entitled
                                         to receive such a protective order or reasonable assurance as to confidential treatment.
                                         If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you
                                         agree to comply with its terms with respect to the disclosure of the Confidential Information,
                                         at the sole expense of such Furnishing Entity. If a protective order or other remedy
                                         is not obtained or if the relevant Furnishing Entity waives compliance with the provisions
                                         of this Confidentiality Agreement in writing, you agree to furnish only such information
                                         as you are legally required to disclose, at the sole expense of the relevant Furnishing
                                         Entity.


 


		4.	Obligation
                                         to Return Evaluation Material. Promptly upon written request by or on behalf of the
                                         relevant Furnishing Entity, all material or documents, including copies thereof, that
                                         contain Evaluation Material will be destroyed or, in your sole discretion, returned to
                                         the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain
                                         one or more copies of any document or other material containing Evaluation Material to
                                         the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s
                                         internal policies and procedures designed to ensure legal or regulatory compliance) and
                                         (b) the NRSRO may retain any portion of the Evaluation Material that may be found in
                                         backup tapes or other archive or electronic media or other documents prepared by the
                                         NRSRO and any Evaluation Material obtained in an oral communication; provided,
                                         that any Evaluation Material so retained by the NRSRO will remain subject to this Confidentiality
                                         Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.



 


		5.	Violations
                                         of this Confidentiality Agreement.



 


		(a)	The
                                         NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the
                                         NRSRO or any NRSRO Representative.



 


		(b)	You
                                         agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation
                                         or unauthorized disclosure or use by any person of the Confidential Information which
                                         may come to your attention and to take all steps reasonably requested by such Furnishing
                                         Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure
                                         or use.



 


		(c)	You
                                         acknowledge and agree that the Furnishing Entities would not have an adequate remedy
                                         at law and would be irreparably harmed in the event that any of the provisions of this
                                         Confidentiality Agreement were not performed in accordance with their specific terms
                                         or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall
                                         be entitled to specific performance and injunctive relief to 



 






     Z-5


    


    

 


prevent breaches of this
                                         Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
                                         in addition to any other remedy to which a Furnishing Entity may be entitled at law or
                                         in equity. It is further understood and agreed that no failure to or delay in exercising
                                         any right, power or privilege hereunder shall preclude any other or further exercise
                                         of any right, power or privilege.


 


		6.	Term.
                                         Notwithstanding the termination or cancellation of this Confidentiality Agreement and
                                         regardless of whether the NRSRO has provided a credit rating on a Security, your obligations
                                         under this Confidentiality Agreement will survive indefinitely.



 


		7.	Governing
                                         Law. This Confidentiality Agreement and any claim, controversy or dispute arising
                                         under the Confidentiality Agreement, the relationships of the parties and/or the interpretation
                                         and enforcement of the rights and duties of the parties shall be governed by and construed
                                         in accordance with the laws of the State of New York applicable to agreements made and
                                         to be performed within such State.



 


		8.	Amendments.
                                         This Confidentiality Agreement may be modified or waived only by a separate writing by
                                         the NRSRO and each Furnishing Entity.



 


		9.	Entire
                                         Agreement. This Confidentiality Agreement represents the entire agreement between
                                         you and the Furnishing Entities relating to the treatment of Confidential Information
                                         heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other
                                         understandings and agreements between us relating to such matters; provided, however,
                                         that, if the terms of this Confidentiality Agreement conflict with another agreement
                                         relating to the Confidential Information that specifically states that the terms of such
                                         agreement shall supersede, modify or amend the terms of this Confidentiality Agreement,
                                         then to the extent the terms of this Confidentiality Agreement conflict with such agreement,
                                         the terms of such agreement shall control notwithstanding acceptance by you of the terms
                                         hereof by entry into this website.



 


		10.	Contact
                                         Information. Notices for each Furnishing Entity under this Confidentiality Agreement,
                                         shall be directed as set forth below:



 


[__________________]


 




     Z-6


    


    

 


EXHIBIT
AA-1


 


FORM
OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Deutsche
Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy via email to:


 


cmbs.requests@db.com


 


		Re:	Deutsche
                                         Mortgage & Asset Receiving Corporation, Benchmark 2018-B4 Mortgage Trust Commercial
                                         Mortgage Pass-Through Certificates, Series 2018-B4



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement,
dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), and executed with respect to the above-referenced
transaction. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as Depositor, that:


 


1.       The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees with respect to the Mortgage Loans for which
_________________ is the Master Servicer (the “Excess Servicing Fee Right”), with the full right to transfer
the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 


2.       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would
render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the


 






     AA-1-1


    


    

 


Securities Act or any state securities
laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state
securities laws.


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




     AA-1-2


    


    

 


EXHIBIT
AA-2


 


FORM
OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Deutsche
Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy via email to:


 


cmbs.requests@db.com





 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: Benchmark 2018-B4 Asset Manager





Facsimile
number: (704) 715-0036





Email:
commercial.servicing@wellsfargo.com


 


Re:
          Deutsche Mortgage & Asset Receiving Corporation, Benchmark 2018-B4
Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4 


 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement,
dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), entered into and executed with respect to
the above-referenced transaction. All capitalized terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor
and the Master Servicer, that:


 


1.       The
Transferee is acquiring the right to receive Excess Servicing Fees with respect to the Mortgage Loans as to which __________________
is the applicable Master Servicer (the “Excess Servicing Fee Right”) for its own account for investment and
not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which
would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities
laws.


 






     AA-2-1


    


    

 


2.       The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator
or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing
Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration
and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached
as Exhibit AA-1 to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a
certificate from the prospective transferee substantially in the form attached as Exhibit AA-2 to the Pooling and Servicing Agreement.


 


3.       The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.       Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any
manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security.


 


5.       The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and
servicing of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.       The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an


 






     AA-2-2


    


    

 


investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of
such investment.


 


7.       The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law,
court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however,
that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the
Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in
writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant
to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other
than such Persons’ auditors, legal counsel and regulators.


 


8.       The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing
Agreement except as set forth in Section 3.12(a) of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate
may be reduced to the extent provided in the Pooling and Servicing Agreement.


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     AA-2-3


    


    

 



EXHIBIT
BB


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: This report will be delivered annually no later than 120 days after the end of the calendar year, pursuant to the terms
and conditions of the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing Agreement”),
between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer,
CWCapital Asset Management LLC, as special servicer, Park Bridge Lender Services LLC,
as operating advisor and asset representations reviewer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank,
National Association, as certificate administrator, paying agent and custodian.

Transaction: Deutsche Mortgage & Asset Receiving Corporation, Benchmark 2018-B4 Mortgage
Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer as of December 31: [__________]

Controlling Class Representative: [__________]


 


		I.	Population
                                         of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The
                                         Special Servicer has notified the Operating Advisor that [●] Specially Serviced
                                         Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●]
                                         of those Specially Serviced Loans are still being analyzed by the Special Servicer as
                                         part of the development of [a Final] Asset Status Report.



 


		b.	[Final]
                                         Asset Status Reports were issued with respect to [●] of such Specially Serviced
                                         Loans. This report is based only on the Specially Serviced Loans in respect of which
                                         [a Final] Asset Status Report has been issued. The [Final] Asset Status Reports may not
                                         yet be fully implemented.



 


		2.	The
                                         Special Servicer has notified the Operating Advisor that it has completed a Major Decision
                                         with respect to [●] Specially Serviced Loans [INSERT AFTER AN OPERATING ADVISOR
                                         CONSULTATION EVENT: and [●] non-Specially Serviced Loans], and provided the Major
                                         Decision Reporting Package or Asset Status Report with respect to [●] Specially
                                         Serviced Loans [INSERT AFTER AN OPERATING ADVISOR CONSULTATION EVENT: and [●] non-Specially
                                         Serviced Loans] to the operating advisor.



 










 



1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.


 






     BB-1


     


    

 


		II.	Executive
                                         Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing
Agreement) has undertaken a limited review of the Special Servicer’s reported actions under the Pooling and Servicing Agreement
on the loans identified in this report. Based solely on such limited review and subject to the assumptions, limitations and qualifications
set forth herein, the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is
not] operating in compliance with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing
Agreement during the prior calendar year on an “asset-level basis”. [The Operating Advisor believes, in its sole discretion
exercised in good faith, that the Special Servicer has failed to materially comply with the Servicing Standard as a result of
the following material deviations.]


 


		●	[LIST
                                         OF MATERIAL DEVIATION ITEMS]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD
RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


		III.	List
                                         of Items that Were Considered in Compiling this Report



 


In
rendering our assessment herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Any
                                         Major Decision Reporting Package that is delivered or made available to the Operating
                                         Advisor by the Special Servicer pursuant to the Pooling and Servicing Agreement.



 


		2.	Reports
                                         by the Special Servicer made available to Privileged Persons that are posted on the certificate
                                         administrator’s website that is relevant to the operating advisor’s obligations
                                         under the PSA and certain information it has reasonably requested from the special servicer
                                         [AFTER AN OPERATING ADVISOR CONSULTATION EVENT:] and each Asset Status Report (after
                                         the occurrence and continuance of an Operating Advisor Consultation Event) and each Final
                                         Asset Status Report, in each case, delivered or made available to the Operating Advisor
                                         pursuant to the terms of the Pooling and Servicing Agreement.



 


		3.	The
                                         Special Servicer’s assessment of compliance report, attestation report by a third
                                         party regarding the Special Servicer’s compliance with its obligations, and non-discretionary
                                         portions of net present value calculations and Appraisal Reduction Amount calculations
                                         delivered or made available to the Operating Advisor pursuant to the terms of the Pooling
                                         and Servicing Agreement.



 


		4.	[LIST
                                         OTHER REVIEWED INFORMATION]



 






     BB-2


     


    

 


		5.	[INSERT
                                         IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT:] Consulted with the Special Servicer
                                         as provided under the Pooling and Servicing Agreement on Asset Status Reports for a Specially
                                         Serviced Loan delivered or made available to the Operating Advisor pursuant to the terms
                                         of the Pooling and Servicing Agreement and with respect to Major Decisions processed
                                         by the Special Servicer.



 


		6.	[INSERT
                                         IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT:] During the prior year, the Operating
                                         Advisor consulted with the Special Servicer regarding its strategy plan for a limited
                                         number of issues related to the following Specially Serviced Loans: [LIST]. The Operating
                                         Advisor participated in discussions and made strategic observations and recommended alternative
                                         courses of action to the extent it deemed such observations and recommendations appropriate.



 


NOTE:
The Operating Advisor’s review of the above materials should be considered a limited review and not be considered a full
or limited audit. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including
amendments and appendices), review underlying lease agreements or similar underlying documents, re-engineer the quantitative aspects
of their net present value calculation, visit any related property, visit the Special Servicer, visit the Directing Holder or
interact with any borrower. In addition, our review of the net present value calculations and Appraisal Reduction calculations
is limited to the mathematical accuracy of the calculations and the corresponding application of the non-discretionary portions
of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.


 


IV.
Assumptions, Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report


 


		1.	[As
                                         provided in the Pooling and Servicing Agreement, the Operating Advisor is not required
                                         to report on instances of non-compliance with, or deviations from, the Servicing Standard
                                         or the special servicer’s obligations under the Pooling and Servicing Agreement
                                         that the Operating Advisor determines, in its sole discretion exercised in good faith,
                                         to be immaterial.]



 


		2.	In
                                         rendering our assessment herein, we have assumed that all executed factual statements,
                                         instruments, and other documents that we have relied upon in rendering this assessment
                                         have been executed by persons with legal capacity to execute such documents.



 


		3.	Other
                                         than the receipt of any Major Decision Reporting Package or any Asset Status Report that
                                         is delivered or made available to the Operating Advisor pursuant to the terms of the
                                         Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have
                                         access to, the Special Servicer’s and Directing Holder’s discussion(s) regarding
                                         any Specially Serviced Loan. The Operating Advisor does not have authority to speak with
                                         the Directing Holder or borrower directly. As such, the Operating Advisor relied upon
                                         the information delivered to it by the Special Servicer as well as its interaction with
                                         the Special Servicer, if any, in gathering the relevant information to generate this
                                         report. The



 






     BB-3


     


    

 





			services
                                         that we perform are not designed and cannot be relied upon to detect fraud or illegal
                                         acts should any exist.


 


		4.	The
                                         Special Servicer has the legal authority and responsibility to service any Specially
                                         Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor
                                         has no responsibility or authority to alter the standards set forth in the Pooling and
                                         Servicing Agreement or the actions of the Special Servicer.



 


		5.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of any communication held between it and the Special Servicer
                                         regarding any Specially Serviced Loans and certain information it reviewed in connection
                                         with its duties under the Pooling and Servicing Agreement. As a result, this report may
                                         not reflect all the relevant information that the Operating Advisor is given access to
                                         by the Special Servicer.



 


		6.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the certificate
                                         administrator through the certificate administrator’s website.



 


		7.	This
                                         report does not constitute recommendations to buy, sell or hold any security, nor does
                                         the Operating Advisor take into account market prices of securities or financial markets
                                         generally when performing its limited review of the Special Servicer as described above.
                                         The Operating Advisor does not have a fiduciary relationship with any Certificateholder
                                         or any other party or individual. Nothing is intended to or should be construed as creating
                                         a fiduciary relationship between the Operating Advisor and any Certificateholder, party
                                         or individual.



 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.


 





	 	PARK BRIDGE LENDER SERVICES LLC
	 	 	 
	 	 	By:	Park Bridge Advisors LLC, Its Sole Member
	 	 	 
	 	 	By:	Park Bridge Financial LLC, Its Sole Member
	 	 	 
	 	 	By:	 
	 	 		Name:
	 	 		Title:


 






     BB-4


     


    

 





EXHIBIT
CC


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND
VIA FAX TO (410)715-2380 AND VIA EMAIL TO 

cts.sec.notifications@wellsfargo.com AND [_____] AND VIA OVERNIGHT MAIL TO THE 

ADDRESSES IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road

Columbia, Maryland 21045 


Attention:
Corporate Trust Services – Benchmark 2018-B4 Mortgage Trust

 


with
copies to:


 


ct.cmbs.bond.admin@wellsfargo.com,
and 


trustadministrationgroup@wellsfargo.com

 


Deutsche
Mortgage & Asset Receiving Corporation,

as Depositor

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy via email to: 


cmbs.requests@db.com


 


		Re:	**Additional
                                         Form [10-D][10-K][8-K] Disclosure Required **



 


Ladies
and Gentlemen:


 


In
accordance with Section [10.06][10.07][10.09] of the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling
and Servicing Agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC,
as operating advisor, Park Bridge Lender Services LLC, as asset representations
reviewer, Wilmington Trust, National Association, as trustee, and Wells Fargo, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), paying agent and custodian, the undersigned, as , hereby
notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 






     CC-1


     


    

 





List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to _________, phone number: _________; email address: _________.


 





	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     CC-2


     


    

 


EXHIBIT
DD-1


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE FOR MASTER SERVICER


 


RECORDING
REQUESTED BY:


 




Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202


 





 






 SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890
as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement dated as of July 1, 2018 (the “Agreement”)
between Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo Bank, National Association, as Certificate
Administrator, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Wells Fargo Bank, National
Association, as Master Servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management LLC,
as Special Servicer (the “Special Servicer”) and Wilmington Trust, National Association, as Trustee, and the
Trustee hereby constitutes and appoints the Master Servicer, by and through the Master Servicer’s officers, the Trustee’s
true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection
with all mortgage loans (the “Mortgage Loans”) serviced by the Servicer and all properties (“Properties”)
administered by the Master Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all
documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1
through 12 below with respect to the Mortgage Loans and Properties; provided however, that the documents described below may only
be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized
terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.

                                         



 


		2.	The
                                         modification or re-recording of a Mortgage or deed of trust, where said modification
                                         or re-recording is solely for the purpose of correcting the Mortgage or deed of trust
                                         to conform same to the original intent of the parties thereto or to correct title errors



 






     DD-1-1


     


    

 







			discovered
                                         after such title insurance was issued; provided that (i) said modification or re-recording,
                                         in either instance, does not adversely affect the lien of the Mortgage or deed of trust
                                         as insured and (ii) otherwise conforms to the provisions of the Agreement.



 





		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company of a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution or requests to trustees to accomplish same.

                                         



 


		4.	The
                                         conveyance of the properties to the mortgage insurer, or the closing of the title to
                                         the property to be acquired as real estate owned, or conveyance of title to real estate
                                         owned.




 


		5.	The
                                         completion of loan assumption agreements.

                                         



 


		6.	The
                                         full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment
                                         and discharge of all sums secured thereby, including, without limitation, cancellation
                                         of the related Mortgage Note.



 


		7.	The
                                         assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection
                                         with the repurchase of the mortgage loan secured and evidenced thereby.



 


		8.	The
                                         full assignment of a Mortgage or deed of trust upon payment and discharge of all sums
                                         secured thereby in conjunction with the refinancing thereof, including, without limitation,
                                         the assignment of the related Mortgage Note.



 


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in the Mortgage
                                         Notes, Mortgages or deeds of trust, and in the proceeds thereof, by way of, including
                                         but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or the
                                         completion of judicial or non-judicial foreclosure or the termination, cancellation or
                                         rescission of any such foreclosure, the initiation, prosecution and completion of eviction
                                         actions or proceedings with respect to, or the termination, cancellation or rescission
                                         of any such eviction actions or proceedings, and the pursuit of title insurance, hazard
                                         insurance and claims in bankruptcy proceedings, including, without limitation, any and
                                         all of the following acts:



 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;




 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;




 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;




 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;

                                         








     DD-1-2


     


    

 


 


		e.	the
                                         taking of deed in lieu of foreclosure;

                                         



 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;




 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;




 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions; and

                                         



 


		i.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:

                                         



 


		a.	listing
                                         agreements;




 


		b.	purchase
                                         and sale agreements;

                                         



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;



 


 






		d.	escrow
                                         instructions; and

                                         



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to



 






     DD-1-3


     


    

 





			any
                                         mezzanine financing to be secured by the ownership interests in a borrower, consents
                                         to and monitoring of the application of any proceeds of insurance policies or condemnation
                                         awards to the restoration of the related Mortgaged Property or otherwise, documents relating
                                         to the management, operation, maintenance, repair, leasing and marketing of the related
                                         Mortgaged Properties (including agreements and requests by any borrower with respect
                                         to modifications of the standards of operation and management of such Mortgaged Properties
                                         or the replacement of asset managers), documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental arrangements, any easements, covenants, conditions,
                                         restrictions, equitable servitudes, or land use or zoning requirements with respect to
                                         the Mortgaged Properties, instruments relating to the custody of any collateral that
                                         now secures or hereafter may secure any Mortgage Loan and any other consents.


 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the Master Servicer has the power to delegate its rights or obligations under the Agreement, the Master Servicer
also has the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited
Power of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor
of its attorneys-in-fact as are necessary for such purpose. The Master Servicer’s attorneys-in-fact shall have no greater
authority than that held by the Master Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer
the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except
as specifically provided for herein. If the Master Servicer receives any notice of suit, litigation or proceeding in the name
of Wilmington Trust, National Association, then the Master Servicer shall promptly forward a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend the powers granted to the Master Servicer under the Agreement or to allow
the Master Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 






     DD-1-4


     


    

 


The
Master Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited
Power of Attorney by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney
and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for [_____________] has caused its corporate seal to be hereto
affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this
___________ day of ____________.


 





	 	Wilmington Trust, National Association,
    as Trustee for [________________]
	 	 	 	 
	 	By:	 	 
	 		Name:	 
	 		Title:	 
	 	 	 	 	 
	 	Prepared
    by:	 
	 	 	 
	 		Name:	 


 





	Witness:	 
	 	 
	 	 
	Witness:	 
	 	 	 	 


 






     DD-1-5


     


    

 






 






     DD-1-6


     


    


 


State
of Delaware} 


County
of ____}


 


On
________________________, before me, _________________________________Notary Public, personally appeared ___________________________,
who proved to me on the basis of


satisfactory
evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same
in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which
the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


Witness
my hand and official seal.


 





	 	 
	Notary signature	 


 






     DD-1-7


     


    

 





EXHIBIT
DD-2


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE FOR SPECIAL SERVICER


 


RECORDING
REQUESTED BY:


 


CWCapital
Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814


 



 





 



SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890
as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement dated as of July 1, 2018 (the “Agreement”)
by and among Deutsche Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo Bank, National Association, as Certificate
Administrator, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Wells Fargo Bank, National
Association, as Master Servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management LLC,
as Special Servicer (the “Special Servicer”) and Wilmington Trust, National Association, as Trustee, and the
Trustee hereby constitutes and appoints the Special Servicer, by and through the Special Servicer’s officers and authorized
employees, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s
benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced by the Special Servicer and
all properties (“REO Properties”) administered by the Special Servicer pursuant to the Agreement, to execute
and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate
the enumerated transactions described in items 1 through 12 below with respect to the Mortgage Loans and REO Properties; provided
however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents are
required or permitted under the terms of the Agreement. Capitalized terms used herein and not otherwise defined herein have the
meanings set forth in the Agreement.


 


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and to draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.

                                         



 


		2.	The
                                         modification or re-recording of a Mortgage or deed of trust, where said modification
                                         or re-recording is solely for the purpose of correcting such Mortgage or deed of trust
                                         to conform same to the original intent of the parties thereto or to correct title errors
                                         discovered after such title insurance was issued; provided that said modification or
                                         re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage
                                         or deed



 






     DD-2-1


     


    

 





			of
                                         trust as insured and (ii) otherwise conforms to the provisions of the Agreement.



 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company or a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution or requests to trustees to accomplish same.

                                         



 


		4.	The
                                         conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged
                                         property (a “Mortgaged Property”) to be acquired as REO Property,
                                         or conveyance of title to any REO Property.




 


		5.	The
                                         completion of loan assumption agreements and transfers of interest in borrower entities.




 


		6.	The
                                         full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment
                                         and discharge of all sums secured thereby, including, without limitation, cancellation
                                         of the related Mortgage Note.



 


		7.	The
                                         assignment of any Mortgage or deed of trust and the related Mortgage Note and other loan
                                         documents, in connection with the purchaser or repurchase of the mortgage loan secured
                                         and evidenced thereby.



 


		8.	The
                                         full assignment of a Mortgage or deed of trust upon payment and discharge of all sums
                                         secured thereby in conjunction with the refinancing thereof, including, without limitation,
                                         the assignment of the related Mortgage Note and other loan documents.



 


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in any Mortgage
                                         Notes, Mortgages or deeds of trust, and in the proceeds thereof, by way of, including
                                         but not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
                                         the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial
                                         foreclosure and/or any related litigation, including without limitation, guaranty or
                                         receivership litigation, or litigation on the Mortgage Note or the termination, cancellation
                                         or rescission of any such foreclosure or the initiation, prosecution and completion of
                                         eviction actions or proceedings with respect to, or the termination, cancellation or
                                         rescission of any such eviction actions or proceedings, the initiation or defense of
                                         any litigation related to the ownership of any REO Property and the pursuit of title
                                         insurance, hazard insurance and claims in bankruptcy proceedings, including, without
                                         limitation, any and all of the following acts:



 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;

                                         



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;

                                         







     DD-2-2


     


    

 


 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;




 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;

                                         



 


		e.	the
                                         taking of deed in lieu of foreclosure;

                                         



 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting any Mortgage Notes, Mortgages or deeds of trust;




 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;

                                         



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions;



 


		i.	the
                                         creation of a wholly owned entity of the Trust for purposes of holding foreclosed property;
                                         and




 


		j.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.i. above.



 


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:

                                         



 


		a.	listing
                                         agreements;




 


		b.	purchase
                                         and sale agreements;

                                         



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;



 


		d.	escrow
                                         instructions; and




 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	Execute
                                         and/or file such documents and take such other action as is proper an necessary to defend
                                         the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation,
                                         provided such resolution shall not include any admission of fault or wrongdoing by the
                                         Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive
                                         relief.



 






     DD-2-3


     


    

 


		13.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
                                         (including agreements and requests by any borrower with respect to modifications of the
                                         standards of operation and management of such Mortgaged Properties or the replacement
                                         of asset managers) or REO Properties, documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental arrangements, management agreements, any easements,
                                         covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements
                                         with respect to the Mortgaged Properties or REO Properties, instruments relating to the
                                         custody of any collateral that now secures or hereafter may secure any Mortgage Loan
                                         and any other consents and any and all documents, instruments and certifications as are
                                         reasonably necessary to complete or accomplish the Special Servicer’s duties and
                                         responsibilities under the Agreement.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the Special Servicer has the power to delegate its rights or obligations under the Agreement, the Special Servicer
also has the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited
Power of Attorney, for purposes of performing its obligations and duties by executing such additional powers of


 



     DD-2-4


     


    

 


attorney
in favor of its attorneys-in-fact as are necessary for such purpose. The Special Servicer’s attorneys-in-fact shall have
no greater authority than that held by the Special Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Special Servicer
the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except
as specifically provided for herein or in the Agreement. If the Special Servicer receives any notice of suit, litigation or proceeding
in the name of Wilmington Trust, National Association, then the Special Servicer shall promptly forward a copy of same to the
Trustee.


 


This
limited power of attorney is not intended to extend or limit the powers granted to the Special Servicer under the Agreement or
to allow the Special Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by
the Agreement.


 


The
Special Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever incurred by the Trustee by reason or result of the negligent use, or negligent or willful misuse,
of this Limited Power of Attorney by the Special Servicer of the powers granted. The foregoing indemnity shall survive the termination
of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for [_____________] has caused its corporate seal to be hereto
affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this
___________ day of ____________.


 





	 	Wilmington Trust, National Association, as Trustee
    for [________________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	Witness:	 
	 	 
	 	 
	Witness:	 
	 	 


 






     DD-2-5


     


    

_____________________


 


 


 


 


 






    	 	 DD-2-6	 



     


    

 





State
of Delaware}


County
of ____}


 


On
________________________, before me, _________________________________Notary Public, personally appeared ___________________________,
who proved to me on the basis of


satisfactory
evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same
in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which
the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct. 


Witness
my hand and official seal.


 





	Notary	signature


 




     DD-2-7


     


    

EXHIBIT
EE


 


FORM
OF NON-SERVICED MORTGAGE LOAN NOTIFICATION


 


	[Other
    Depositor]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	[Other
    Trustee]*

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]

    *If the Other Trustee is comprised of multiple entities (such as a separate trustee and certificate
    administrator), this form shall be addressed to each such entity
	 	 
	[Other
    Servicer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	[Other
    Special Servicer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	 	 
	[Other
    Operating Advisor]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	[Other
    Asset Representations Reviewer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]


 


		Re:	[Other
                                         Securitization Trust]



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the [Trust][Pooling] and Servicing Agreement, dated as of [_____] (the “Other Pooling and Servicing
Agreement”), between [_____], as Depositor, [_____], as master servicer, [_____], as special servicer, [_____], as certificate
administrator and as trustee, and [_____], as operating advisor and asset representations reviewer. Capitalized terms used but
not defined herein shall have the meanings given to them (or an analogous term) in the Other Pooling and Servicing Agreement.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “B4
PSA”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “B4 Depositor”),
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “B4 Master Servicer”), CWCapital
Asset Management LLC, as special servicer (the “B4 Special Servicer”), Wilmington Trust, National Association,
as trustee (the “B4 Trustee”), Wells Fargo Bank, National Association, as certificate administrator (in such
capacity, the “B4 Certificate Administrator”), paying agent and custodian, and Park Bridge Lender Services
LLC, as operating advisor (in such capacity, the “B4 Operating Advisor”)
and asset representations reviewer (in such capacity, the “B4 Asset Representations Reviewer”), pursuant to
which the Benchmark 2018-B4 Mortgage Trust (the “B4 Trust”) was 


 



     EE-1


     


    

 


established
and the [Aventura Mall][Marina Heights State Farm][The Gateway][Steelyard Commons][65 Bay Street][AON Center][Embassy Suites Glendale][EOS
21][Atlantic Times Square] Companion Loan was transferred to the B4 Trust as of [_____] [_], 2018 (the “Closing Date”).


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.       Wilmington
Trust, National Association, as trustee under the B4 PSA, is the holder of the [Aventura Mall][Marina Heights State Farm][The
Gateway][Steelyard Commons][65 Bay Street][AON Center][Embassy Suites Glendale][EOS 21][Atlantic Times Square] Companion Loan.


 


2.       The
[Aventura Mall][Marina Heights State Farm][The Gateway][Steelyard Commons][65 Bay Street][AON Center][Embassy Suites Glendale][EOS
21][Atlantic Times Square] Mortgage Loan [is][is not] a Significant Obligor (as such term is defined in the B4 PSA) under the
B4 PSA.


 


3.       The
contact information for the B4 Depositor, B4 Trustee, the B4 Certificate Administrator, the B4 Master Servicer, the B4 Special
Servicer, the B4 Operating Advisor, the B4 Asset Representations Reviewer, each Rating Agency (as defined in the B4 PSA) and the
Controlling Class Representative (as defined in the B4 PSA) with respect to the [Aventura Mall][Marina Heights State Farm][The
Gateway][Steelyard Commons][65 Bay Street][AON Center][Embassy Suites Glendale][EOS 21][Atlantic Times Square] Companion Loan
are as set forth on Schedule I attached hereto.


 


4.       You
are directed to remit to Wells Fargo Bank, National Association, as the B4 Master Servicer, to the collection account set forth
on Schedule II attached hereto no later than one (1) Business Day after each Determination Date (as defined in the B4 PSA) all
amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to Wells Fargo Bank, National Association,
as B4 Master Servicer, no later than one (1) Business Day after each Determination Date (as defined in the B4 PSA) all reports,
statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to,
the holder of the [Aventura Mall][Marina Heights State Farm][The Gateway][Steelyard Commons][65 Bay Street][AON Center][Embassy
Suites Glendale][EOS 21][Atlantic Times Square] Intercreditor Agreement, as applicable.


 


5.       The
B4 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as it may be amended from time to time.


 


6.       A
copy of an executed version of the B4 PSA is [attached hereto][enclosed herewith].


 


Thank
you for your attention to this matter.


 





	 	Wells Fargo Bank, National Association, as Certificate
    Administrator for the Holders of the Benchmark 2018-B4 Mortgage Trust Pass-Through Certificates, Series 2018-B4




 






     EE-2


     


    


 


	 	By:	 
	 	 	[Name]
	 	 	[Title]


 






     EE-3


     


    

 





SCHEDULE
I


 


TO
FORM OF NOTICE FROM THE CERTIFICATE ADMINISTRATOR


REGARDING
[NON-SERVICED WHOLE LOAN]


 





	B4 Depositor:	Deutsche
                           Mortgage & Asset Receiving Corporation

                           60 Wall Street

                           New York, New York 10005

                           Attention: Lainie Kaye  

        with
        a copy via email to:  

        cmbs.requests@db.com 

	 	 
	B4 Trustee:	Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – Benchmark 2018-B4  

        with
        a copy to:  

        E-mail:
        cmbstrustee@wilmingtontrust.com 

	 	 
	B4 Certificate Administrator:	Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services — Benchmark 2018-B4

                                                            

        with
        copies to:


         

        ct.cmbs.bond.admin@wellsfargo.com; and

        trustadministrationgroup@wellsfargo.com 

	 	 
	B4 Master Servicer:	Wells
        Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: Benchmark 2018-B4 Asset Manager

        Facsimile number: (704) 715-0036 

        With
        a copy by email to: commercial.servicing@wellsfargo.com

        

        with a copy to:

        

        Wells Fargo Bank, National Association

        Legal Department

        301 South College Street

        Charlotte, North Carolina 28202-0166



 






     EE-4


     


    

 


	 	Attention:
    Commercial Mortgage Servicing Legal Support

    Facsimile number: (704) 383-0353

    Reference: Benchmark 2018-B4

    

    with a copy to:

    

    K&L Gates LLP

    Hearst Tower, 47th Floor

    214 North Tryon Street

    Charlotte, North Carolina 28202

    Attention: Stacy G. Ackermann

    Reference: Benchmark 2018-B4

    Fax Number: (704) 353-3190

    Email: stacy.ackermann@klgates.com
	 	 
	B4 Special Servicer:	CWCapital
        Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Brian Hanson (Benchmark 2018-B4)

         

        with
        a copy to:

        Email: CWCAMnoticesBenchmark2018-B4@cwcapital.com

         

        and
with a copy to:

        CWCapital
        Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Legal Department

	 	 
	B4 Operating Advisor:	Park
        Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: Benchmark 2018-B4-Surveillance Manager (with a copy sent contemporaneously via
        email to cmbs.notices@parkbridgefinancial.com)

	 	 
	B4 Asset Representation
    Reviewer:	Park
        Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: Benchmark 2018-B4-Surveillance Manager (with a copy sent contemporaneously via
        email to cmbs.notices@parkbridgefinancial.com)

	 	 
	B4 Rating Agencies:	DBRS,
        Inc.

        333
        West Wacker Drive, Suite 1800

        Chicago,
        Illinois 60606 



 






     EE-5


     


    

 


	 	Attention:
                           Commercial Mortgage Surveillance 

        Facsimile
        No.: (312) 332-3492 

        Email:
        cmbs.surveillance@dbrs.com

         

        Fitch
        Ratings, Inc.

        33 Whitehall Street

        New York, New York 10004

        Attention: CMBS Surveillance

        Email: info.cmbs@fitchratings.com

         

        S&P
        Global Ratings, a Standard & Poor’s Financial Services LLC Business 

        55
        Water Street, 41st Floor 

        New
        York, New York 10041 

        Attention:
        Commercial Mortgage Surveillance Manager 

        Email:
        cmbs_info_17g5@standardandpoors.com 

	 	 
	B4 Controlling Class
    Representative:	Barings
        LLC

        c/o Barings Real Estate Advisers

        One Financial Plaza

        Hartford, Connecticut 06103

        Attention: Thomas Zitko, Managing Director – Benchmark 2018-B4 CMBS Pool

        

        with a copy to:

         

        Barings
        Real Estate Advisers

        One Financial Plaza

        Hartford, Connecticut 061034

        Attention: Legal Department – Benchmark 2018-B4 CMBS Pool





 






     EE-6


     


    

 


SCHEDULE
II TO FORM OF NOTICE 


 


FROM
THE CERTIFICATE ADMINISTRATOR 


REGARDING
[NON-SERVICED WHOLE LOAN] 


 





	 	Account:	     Collection
                                Account
	 	 	 
	 	Account #:	[______]
	 	 	 
		Title:	Wells
                                                                                                                                                                                                                           Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust,
                                                                                                                                                                                                                           National Association, as Trustee, for the benefit of the Holders of Deutsche Mortgage & Asset Receiving Corporation,
                                                                                                                                                                                                                           Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through                                          Certificates,
                                                                                                                                                                                                                           Series 2018-B4 Collection Account
	 	 	 
	 	Location:	[___]


 






     EE-7


     


    

 








EXHIBIT
FF


 


FORM
OF SERVICED COMPANION LOAN NOTEHOLDER CERTIFICATION


 


[Date]


 




Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: Benchmark 2018-B4 Asset Manager Email: commercial.servicing@wellsfargo.com 


Facsimile
number: (704) 715-0036


 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – Benchmark 2018-B4


 


with
copies to:


 


ct.cmbs.bond.admin@wellsfargo.com,
and 


trustadministrationgroup@wellsfargo.com


 


		Re:	Benchmark
                                         2018-B4 Mortgage Trust – Companion Loan



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement (the “Agreement”),
dated as of July 1, 2018, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National
Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Park Bridge Lender Services LLC,
as operating advisor and asset representations reviewer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank,
National Association, as certificate administrator, paying agent and custodian, with respect to any Companion Loan (as defined
in the Agreement), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Companion Loan Noteholder (as defined in the Agreement).


 


2.       The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
Certificate Administrator’s Website.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related


 



     FF-1


     


    

 


Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information shall not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner, in whole or in part.


 


The
undersigned shall not use or disclose the Information in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


3.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations contained herein remain true and correct.


 


4.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the
Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to any
such breach by the undersigned or any of its Representatives.


 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


IN
WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized officer, as of the day and year
written above.


 





	 	[Companion Loan Noteholder]
	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:


 






     FF-2


     


    

 





EXHIBIT
GG


 


[RESERVED]


 




    GG-1


     


    

 


EXHIBIT
HH


 


FORM
OF ASSET REVIEW REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER2


 


To:
[Addresses of Recipients]


 


		Re:	Benchmark
                                         2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates,  Series 2018-B4



 


Ladies
and Gentlemen:


 


In
accordance with Section 11.01 of the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Mortgage Loan identified by the Certificate Administrator, and is hereby issuing
the following Asset Review Report.


 


		1.	We
                                         have performed an Asset Review on each Delinquent Mortgage Loan identified by the Certificate
                                         Administrator and our conclusion is that there is [no evidence of a failed Test][evidence
                                         of [•] failed Tests as specifically detailed on the scorecard attached hereto as
                                         Exhibit A] with respect to the Delinquent Mortgage Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this report to the persons listed
                                         above, will not be required to take or participate in any other or further action with
                                         respect to the aforementioned Asset Review Report.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 





 



2
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


 






    HH-1


     


    




	 	 	 	 
	 	PARK
BRIDGE LENDER SERVICES LLC, as Asset Representations Reviewer
	 	 
		By:	Park
                                         Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 
	 	By:	Park
                                       Bridge Financial LLC, a New York limited liability company, its sole member








	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 	 


 






    HH-2


     


    

 





Exhibit
A


 


Detailed
Scorecard

[Template Example Below]


 


	Test
    Failures
	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	R&W
    #	R&W
    Name	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws	[Insert
    Test Description]	[Insert
    Test findings]
	31	Single-Purpose
    Entity	 	 





 






    HH-3


     


    

 


EXHIBIT
II


 


FORM
OF ASSET REVIEW REPORT SUMMARY 

BY THE ASSET REPRESENTATIONS REVIEWER3


 


To:
[Addresses of Recipients]


 


		Re:	Benchmark
                                         2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates,  Series 2018-B4



 


Ladies
and Gentlemen:


 


In
accordance with Section 11.01 of the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Mortgage Loan identified by the Certificate Administrator, and is hereby issuing
the following Asset Review Report Summary.


 


		1.	We
                                         have performed an Asset Review on each Delinquent Mortgage Loan identified by the Certificate
                                         Administrator and our conclusion is that there is [no evidence of a failed Test][evidence
                                         of [•] failed Tests as identified on the summary scorecard attached hereto as Exhibit
                                         A] with respect to the Delinquent Mortgage Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this Asset Review Report Summary
                                         to the parties listed above, will not be required to take or participate in any other
                                         or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 





 



3
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


  






     II-1


     


    




	 	 	 	 
	 	PARK
BRIDGE LENDER SERVICES LLC, as Asset Representations Reviewer
	 	 
	 	By: Park
Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 
	 	By: Park Bridge Financial
LLC, a New York limited liability company, its sole member





	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 	 


 






     II-2


     


    




 





Exhibit
A


 


Summary
Scorecard

[Template Example Below]


 


	Test
    failures
	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	Representations
    and Warranty #	Representation
    and Warranty Name
	[Insert
    Loan #]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws
	31	Single-Purpose
    Entity





 






     II-3


     


    

 


EXHIBIT
JJ


 


ASSET
REVIEW PROCEDURES


 


Subject
to the Pooling and Servicing Agreement, this Exhibit sets forth Asset Representations Reviewer’s review procedures for each
Delinquent Mortgage Loan based on the information provided for an Asset Review. Capitalized terms used herein and not defined
herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. In the event of any conflict between this
Exhibit JJ and the terms of the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control and govern
the Asset Representation Reviewer’s responsibilities and duties with respect to Asset Reviews.


 


Call
for Review and Collection and Inventory of Review Materials


 


		Step
                            1	Asset
                                         Representations Reviewer (“ARR”) receives the following items before
                                         beginning its review from the parties specified in Section 11.01 of the Pooling and Servicing
                                         Agreement:



 


		■	Notice
                                         of Asset Review Trigger (with attachments)



 


		■	Asset
                                         Review Vote Election



 


		■	Notice
                                         of Affirmative Asset Review Vote



 


		■	List
                                         of all Delinquent Mortgage Loans subject to the Asset Review



 


		■	Review
                                         Materials for each Delinquent Mortgage Loan via Secure Data Room access, including the
                                         Diligence File



 


		■	Any
                                         Unsolicited Information (if applicable)



 


		Step
                            2	For
                                         each Delinquent Mortgage Loan, ARR inventories all Review Materials to which ARR is provided
                                         access in the Secure Data Room to determine what, if any, Review Materials for such Delinquent
                                         Mortgage Loan are missing, using the list of documents in Section 2.01(a)(i) through
                                         Section 2.01(a)(xxi) of this Agreement, any comparable lists included in the related
                                         Mortgage Loan Purchase Agreement, and any closing checklist from the origination of such
                                         Delinquent Mortgage Loan, to guide its review and determination



 






     JJ-1


     


    

 


		Step3	If
                                         ARR determines that the information made available to it in the Secure Data Room with
                                         respect to any Delinquent Mortgage Loan is missing any documents required to complete
                                         an Asset Review of such Delinquent Mortgage Loan, ARR shall prepare a list of such missing
                                         documents and notify Master Servicer (with respect to Non-Specially Serviced Loans) and
                                         Special Servicer (with respect to Specially Serviced Loans) or applicable Mortgage Loan
                                         Seller of such missing documents. If the Master Servicer or Special Servicer, as applicable,
                                         does not provide such document as provided in the Pooling and Servicing Agreement, the
                                         ARR shall notify the related Mortgage Loan Seller of such missing information



 


Analysis
and Testing of Representations and Warranties


 


		Step
                            4	For
                                         each Delinquent Mortgage Loan for which ARR has received all Review Materials required
                                         to complete an Asset Review of such Delinquent Mortgage Loan, ARR tests such Delinquent
                                         Mortgage Loan for compliance with each representation and warranty made by the related
                                         Mortgage Loan Seller with respect to such Delinquent Mortgage Loan as follows:



 


		■	ARR
                                         reviews each representation and warranty and each item included in the Review Materials
                                         applicable or related to such representation or warranty to determine whether there is
                                         any evidence that such representation or warranty was not true when made by the related
                                         Mortgage Loan Seller



 


		■	For
                                         each representation and warranty, ARR lists



 


		●	all
                                         items from the Review Materials reviewed or used in its testing of such representation
                                         and warranty



 


		●	whether
                                         ARR has determined that there is any evidence that such representation or warranty was
                                         not true when made by the related Mortgage Loan Seller, and



 


		○	if
                                         so, stating the aspect of the applicable representation or warranty that does not appear
                                         to have been true when made by the related Mortgage Loan Seller and ARR’s basis
                                         for its conclusion



 


		○	completing
                                         the Asset Review Report by setting forth, for each Delinquent Mortgage Loan, the information
                                         contemplated herein with respect to each representation and warranty



 


ARR
will not attempt (and has no obligation) to determine the materiality of any potential breach of a representation or warranty
that it discovers evidence of during its review as contemplated herein.





 






     JJ-2


     


    


 


EXHIBIT
KK


 


FORM
OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services – Benchmark
2018-B4

Email: trustadministrationgroup@wellsfargo.com 


		Attention:	Benchmark
                                         2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of July 1, 2018 (the “Pooling and Servicing Agreement”), between Deutsche Mortgage & Asset Receiving
Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special
servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations
reviewer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator,
paying agent and custodian, with respect to the certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


1.       The
undersigned is an authorized representative of [________________________].


 


2.       The
undersigned acknowledges and agrees that (a) access to the Secure Data Room is being granted to it solely for purposes of the
undersigned carrying out its obligations under the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make
information contained on the Secure Data Room available to any other person except in accordance with the Pooling and Servicing
Agreement or otherwise with the written consent of the Depositor and (c) it will only access information relating to the Mortgage
Loans to which the Asset Review relates.


 


3.       The
undersigned agrees that each time it accesses the Secure Data Room, the undersigned is deemed to have recertified that the representations
above remains true and correct.


 






     KK-1


     


    

 


4.       [The
undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser of any Certificate.]*


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	 	[NAME
OF PARTY], as [role]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:





	Dated:	 	 	 
	 	 	 	 
	[Deutsche
Mortgage & Asset Receiving Corporation]§	 	 
	 	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 






 





 



 

	§	 Required
                                         to the extent that a party other than the Asset Representations Reviewer is identified
                                         by the Depositor as needing access to the Secure Data Room.



 




     KK-2


     


    

 


EXHIBIT
LL


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT MORTGAGE LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: Benchmark 2018-B4 Asset Manager 

        Facsimile
number: (704) 715-0036 

        Email:
        commercial.servicing@wellsfargo.com

         
	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: Benchmark 2018-B4-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	CWCapital
Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Brian Hanson (Benchmark 2018-B4) 

        with
        a copy to:

        Email: CWCAMnoticesBenchmark2018-B4@cwcapital.com

         

        and
        with a copy to:

         

        CWCapital
Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department 
	Barings
    LLC

    c/o Barings Real Estate Advisers

    One Financial Plaza

    Hartford, Connecticut 06103

    Attention: Thomas Zitko, Managing Director – Benchmark 2018-B4 CMBS Pool


 


		Attention:	Benchmark
                                         2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4



 


In
accordance with Section 11.01(a) of the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Pooling and Servicing
Agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association,
as master servicer, CWCapital Asset Management LLC, as special servicer, Park Bridge Lender Services LLC,
as operating advisor and asset representations reviewer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank,
National Association, as certificate administrator


 



     LL-1


     


    

 


(in such capacity, the “Certificate Administrator”), paying
agent and custodian, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


1. _____
 An additional Mortgage Loan has become a Delinquent Mortgage Loan.


 


2. _____
 A Mortgage Loan has ceased to be a Delinquent Mortgage Loan.


 


3. _____ An
Asset Review Trigger has ceased to exist.


 


(check
all that apply)


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


	 	Wells
Fargo Bank, National Association, as Certificate Administrator for the Holders of the Benchmark 2018-B4 Mortgage Trust Pass-Through
Certificates, Series 2018-B4
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]











 




     LL-2


     


    

 


EXHIBIT
MM


 


Form
of Certificate Administrator Receipt of the retained CERTIFICATES


 


[Date]


 


[Retaining
Party]


 


		Re:	Benchmark
                                         2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4
                                         (Deutsche Mortgage & Asset Receiving Corporation as Depositor) 



 


In
accordance with Section 5.02(m) of the Pooling and Servicing Agreement, dated as of July 1, 2018 (the “Agreement”),
pursuant to which the captioned series of commercial mortgage pass-through certificates (the “Certificates”)
were issued, the undersigned, as Certificate Administrator, hereby acknowledges receipt and possession of, and further agrees
that it will hereafter hold in the Retained Interest Safekeeping Account, the Certificates identified on Schedule I attached hereto
(the “Subject Certificates”), which constitute some or all of the HRR Certificates, for the benefit of [Retaining
Party], the registered holder of the Subject Certificates, pursuant to the Agreement. Payments on the Subject Certificates will
be made to the registered holder thereof in accordance with the Agreement, including pursuant to any written wiring instructions
provided in accordance with the Agreement.


 


This
receipt is solely for the benefit of the addressee and is non-transferable. Possession of this receipt by any other Person will
not entitle such Person to delivery of, or any rights in respect of, the Subject Certificates. The Subject Certificates are subject
to the restrictions on transfer set forth in, and may not be released from the Retained Interest Safekeeping Account except in
accordance with, the Agreement.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 


	 	WELLS Fargo
    Bank, National Association,
	 	 	not in its individual capacity

but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    MM-1


     


    

 


Schedule
I


 


Certificates
Registered in the Name of [Retaining Party]


 


	Class

(CUSIP)
	Certificate

No. 
	Initial

Certificate Balance

	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


    MM-2


     


    

 

SCHEDULE
I


 


DIRECTING
HOLDERS


 


	Mortgage
    Loan	Directing
    Holder	Contact
    Information
	All
        Serviced Mortgage Loans

         
	Barings
    LLC	Barings
        LLC

        c/o Barings Real Estate Advisers

        One Financial Plaza

        Hartford, Connecticut 06103

        Attention: Thomas Zitko, Managing Director – Benchmark 2018-B4 CMBS Pool

        

        with a copy to:

         

        Barings
Real Estate Advisers

One Financial Plaza

Hartford, Connecticut 061034

Attention: Legal Department – Benchmark 2018-B4
CMBS Pool 




 


    Sch. I-1


     


    

 

SCHEDULE
II


 


SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE


 


The
assessment of compliance to be delivered shall address, at a minimum, the criteria identified below as “Relevant Servicing
Criteria” (with each Servicing Function Participant deemed to be responsible for the items applicable to the functions it
is performing and for which the party that retained such Servicing Function Participant is responsible):


 


	Relevant
    Servicing Criteria	Applicable
    Party(ies)
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
    Servicer

    Special Servicer
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Master
    Servicer

    Special Servicer



 






    Sch. II-1


     


    

 


	Relevant
    Servicing Criteria	Applicable
    Party(ies)
	Reference	Criteria	 
	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Cert.
    Admin.
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee

    Master Servicer

    Special Servicer
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
    Act.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved
    by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
    reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified
    in the transaction agreements.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	 	Investor
    Remittances and Reporting	 



 






    Sch. II-2


     


    

 


	Relevant
    Servicing Criteria	Applicable
    Party(ies)
	Reference	Criteria	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Master Servicer.	Cert.
    Admin.

    Operating Adv. 

    (excluding clauses (C) and (D) in the case of the Operating Adv.)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Cert.
    Admin.
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Master Servicer’s investor records or Certificate Administrator’s
    investor records, or such other number of days specified in the transaction agreements.	Cert.
    Admin.

     
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Cert.
    Admin.
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements.	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Master
    Servicer

    Special Servicer



 






    Sch. II-3


     


    

 


	Relevant
    Servicing Criteria	Applicable
    Party(ies)
	Reference	Criteria	 
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master
    Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified
    in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related
    mortgage loan documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to
    an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Adv.
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer



 






    Sch. II-4


     


    

 


	Relevant
    Servicing Criteria	Applicable
    Party(ies)
	Reference	Criteria	 
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 


At
all times that the Master Servicer and Special Servicer are the same entity, the Master Servicer and the Special Servicer may
provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 




    Sch. II-5


     


    

 


SCHEDULE III


 


CLASS A-SB PLANNED PRINCIPAL BALANCE
SCHEDULE


 


	Period
	Balance($)
	 	Period
	Balance($)

	1	41,328,000.00	 	61	40,701,060.06
	2	41,328,000.00	 	62	40,072,301.67
	3	41,328,000.00	 	63	39,379,111.93
	4	41,328,000.00	 	64	38,744,716.14
	5	41,328,000.00	 	65	38,046,047.55
	6	41,328,000.00	 	66	37,405,966.90
	7	41,328,000.00	 	67	36,763,156.60
	8	41,328,000.00	 	68	35,995,015.29
	9	41,328,000.00	 	69	35,346,187.80
	10	41,328,000.00	 	70	34,633,493.38
	11	41,328,000.00	 	71	33,978,859.45
	12	41,328,000.00	 	72	33,260,521.89
	13	41,328,000.00	 	73	32,600,032.61
	14	41,328,000.00	 	74	31,936,726.52
	15	41,328,000.00	 	75	31,209,960.69
	16	41,328,000.00	 	76	30,540,726.20
	17	41,328,000.00	 	77	29,808,198.71
	18	41,328,000.00	 	78	29,132,985.88
	19	41,328,000.00	 	79	28,454,893.33
	20	41,328,000.00	 	80	27,593,453.19
	21	41,328,000.00	 	81	26,908,794.56
	22	41,328,000.00	 	82	26,161,276.72
	23	41,328,000.00	 	83	25,470,509.82
	24	41,328,000.00	 	84	24,694,535.98
	25	41,328,000.00	 	85	23,977,683.58
	26	41,328,000.00	 	86	23,257,771.40
	27	41,328,000.00	 	87	22,472,657.37
	28	41,328,000.00	 	88	21,746,321.02
	29	41,328,000.00	 	89	20,954,963.47
	30	41,328,000.00	 	90	20,222,148.79
	31	41,328,000.00	 	91	19,486,206.09
	32	41,328,000.00	 	92	18,562,292.99
	33	41,328,000.00	 	93	17,819,264.80
	34	41,328,000.00	 	94	17,011,684.79
	35	41,328,000.00	 	95	16,262,037.55
	36	41,328,000.00	 	96	15,448,024.61
	37	41,328,000.00	 	97	14,691,702.50
	38	41,328,000.00	 	98	13,932,151.86
	39	41,328,000.00	 	99	13,108,514.01
	40	41,328,000.00	 	100	12,342,205.00
	41	41,328,000.00	 	101	11,511,998.83
	42	41,328,000.00	 	102	10,738,874.48
	43	41,328,000.00	 	103	9,962,449.75
	44	41,328,000.00	 	104	9,001,815.89
	45	41,328,000.00	 	105	8,217,975.57
	46	41,328,000.00	 	106	7,370,731.08
	47	41,328,000.00	 	107	6,579,927.60
	48	41,328,000.00	 	108	5,725,915.74
	49	41,328,000.00	 	109	4,928,090.39
	50	41,328,000.00	 	110	4,126,859.03
	51	41,328,000.00	 	111	3,262,712.53
	52	41,328,000.00	 	112 	2,454,371.37
	53	41,328,000.00	 	113	1,583,314.99
	54	41,328,000.00	 	114	767,804.08
	58	41,328,000.00	 	115
    and thereafter	0.00
	59	41,328,000.00	 	 	 
	60	41,327,148.58	 	 	 



 



    Sch. III-1


     


    

 


SCHEDULE IV


 


ADDITIONAL FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.06 of the Pooling
and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding
Form 10-D Item described in the “Item on Form 10-D” column to the extent such party has actual knowledge (and in the
case of financial statements required to be provided in connection with Item 6 below, possession) of such information (other than
information as to itself). Each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from
the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant
obligor” other than a party identified as such in the Prospectus. For this Benchmark 2018-B4 Mortgage Trust Pooling and Servicing
Agreement, each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus.


 


	Item on Form 10-D	Party Responsible
	Item 1: Distribution and Pool Performance Information: Only with respect to any information required by 1121 which is NOT included on the Distribution Date Statement	
        ●     Each Master Servicer (only with respect to 1121(a)(12) as to non-Specially Serviced Loans)

        ●     Special Servicer (only with respect to 1121(a)(12) as to Specially Serviced Loans)

        ●     Depositor

        ●     Certificate Administrator

        ●     Asset Representations Reviewer

        ●     Each Mortgage Loan Seller (only with respect to 1121(c)(2))

	Item 2: Legal Proceedings:

Item 1117 of Regulation AB (to the extent material to Certificateholders)	
        ●     Master Servicer (as to itself)

        ●     Special Servicer (as to itself)

        ●     Trustee (as to itself)

        ●     Certificate Administrator (as to itself)

        ●     Depositor (as to itself)





 



    Sch. IV-1


     


    

 


	 	
            ●     Any other Reporting Servicer (as to itself)

        ●     Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust

        ●     Each Mortgage Loan Seller

        ●     Originators under Item 1110 of Regulation AB (to be provided by the Depositor)

        ●     Party under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)

	Item 3:  Sale of Securities and Use of Proceeds	●     Depositor
	Item 4:  Defaults Upon Senior Securities	
        ●     Certificate
Administrator

        ●     Trustee

	Item 5:  Submission of Matters to a Vote of Security Holders	●     Certificate Administrator
	Item 6:  Significant Obligors of Pool Assets	●     Master Servicer
	Item 7: Change in Sponsor Interest in the Securities:

Item 1124 of Regulation AB	●     Each Mortgage Loan Seller
	Item 8:  Significant Enhancement Provider Information	●     N/A
	Item 9:  Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)	●     Any party responsible for disclosure items on Form 8-K to the extent of such items
	Item 10:  Exhibits	
        ●     Depositor
(exhibits required by Item 601 of Regulation S-K, such as material agreements)

        ●     Certificate
Administrator (Monthly Statement to Certificateholders)




 



    Sch. IV-2


     


    

 


SCHEDULE V


 


ADDITIONAL FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.07 of the Pooling
and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding
Form 10-K Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the
case of financial statements required to be provided in connection with 1112(b) below, possession) of such information (other than
information as to itself). Each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from
the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant
obligor” other than a party identified as such in the Prospectus. For this Benchmark 2018-B4 Mortgage Trust Pooling and Servicing
Agreement, each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus.


 


	Item on Form 10-K	Party Responsible
	Item 1B: Unresolved Staff Comments	●     Depositor
	Item 9B:  Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)	●     Any party responsible for disclosure items on Form 8-K to the extent of such items
	Item 15:  Exhibits, Financial Statement Schedules	
        ●    
Certificate Administrator

        ●    
Depositor

	Additional Item:

Disclosure per Item 1112(b)(1) of Regulation AB	●     Master Servicer
	Additional Item:

Disclosure per Items 1114(b)(2) and 1115(b) of Regulation AB	●     N/A



 



    Sch. V-1


     


    

 


	Additional Item:

Disclosure per Item 1117 of Regulation AB (to the extent material to Certificateholders)	
        ●    
Master Servicer (as to itself)

        ●    
Special Servicer (as to itself)

        ●    
Certificate Administrator (as to itself)

        ●    
Trustee (as to itself)

        ●    
Depositor (as to itself)

        ●    
Operating Advisor (as to itself)

        ●    
Asset Representations Reviewer (as to itself)

        ●    
Any other Reporting Servicer (as to itself)

        ●    
Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust

        ●    
Each Mortgage Loan Seller

        ●    
Originators under Item 1110 of Regulation AB (to be provided by the Depositor)

        ●    
Party under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)




 



    Sch. V-2


     


    

 


	Additional Item:

Disclosure per Item 1119 of Regulation AB	
        ●    
Master Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a)
with the Trustee, Certificate Administrator, Special Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3))

        ●    
Special Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a)
with the Trustee, Certificate Administrator, Master Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3))

        ●    
Certificate Administrator (as to itself) (to the extent material to Certificateholders)

        ●    
Trustee (as to itself) (to the extent material to Certificateholders)

        ●    
Depositor (as to itself)

        ●    
Depositor (as to the Trust)

        ●    
Each Mortgage Loan Seller

        ●    
Operating Advisor (as to itself)

        ●    
Asset Representations Reviewer (as to itself)

        ●    
Originators under Item 1110 of Regulation AB (to be provided by the Depositor)

        ●    
Party under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)




 



    Sch. V-3


     


    

 


SCHEDULE VI


 


FORM 8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.09 of the Pooling
and Servicing Agreement to report to the Depositor and the Certificate Administrator the occurrence of any event described in the
corresponding Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge
of such information (other than information as to itself). Each of the Certificate Administrator, the Paying Agent, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
(other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific
written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying Agent,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that
there is no “significant obligor” other than a party identified as such in the Prospectus. For this Benchmark 2018-B4
Mortgage Trust Pooling and Servicing Agreement, each of the Certificate Administrator, the Paying Agent, the Trustee, the Master
Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as
such in the Prospectus.


 


	Item on Form 8-K	Party Responsible 
	Item 1.01- Entry into a Material Definitive Agreement



Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party.  



Examples: servicing agreement, custodial agreement.



Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus	●     Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements such entity is a party to or entered into on behalf of the Trust)
	Item 1.02- Termination of a Material Definitive Agreement



Disclosure is required regarding termination of  any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party.  	●     Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust  (only as to the agreements such entity is a party to or entered into on behalf of the Trust)



 



    Sch. VI-1


     


    

 


	Item on Form 8-K	Party Responsible 
	Examples: servicing agreement, custodial agreement.	 
	Item 1.03- Bankruptcy or Receivership	
        ●    Depositor

        ●    Each Mortgage Loan Seller

	Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement



Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule.



Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders.	
        ●    Depositor 

        ●    Certificate
Administrator

	Item 3.03- Material Modification to Rights of Security Holders



Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement.	●   Certificate Administrator
	Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year



Disclosure is required of any amendment “to the governing documents of the issuing entity”.	●    Depositor
	Item 5.06 – Change in Shell Company Status	●    Depositor
	Item 5.07 – Submission of Matters to a Vote of Security Holders	●    Depositor
	Item 5.08 – Shareholder Director Nomination	●    Depositor
	Item 6.01- ABS Informational and Computational Material	●    Depositor
	Item 6.02- Change of Servicer or Trustee 



Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report, other material servicers or trustee.	
        ●    Master
Servicer (as to itself or a servicer retained by it)

        ●    Special
Servicer (as to itself or a servicer retained by it)

        ●    Certificate
Administrator (as to itself or an entity retained by it)

        ●    Trustee

        



 



    Sch. VI-2


     


    

 


	Item on Form 8-K	Party Responsible 
	 	
●    Depositor

	Reg AB disclosure about any new servicer or master servicer is also required.	●   Master Servicer or Special Servicer, as applicable
	Reg AB disclosure about any new Trustee is also required.	●   Trustee
	Reg AB disclosure about any new Certificate Administrator is also required.	●   Certificate Administrator
	Item 6.03- Change in Credit Enhancement or Other External Support	 N/A
	Item 6.04- Failure to Make a Required Distribution	●   Certificate Administrator
	Item 6.05- Securities Act Updating Disclosure



If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool.



If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively.	●   Depositor
	Item 7.01- Regulation FD Disclosure	●   Depositor
	Item 8.01 – Other Events



Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders.	●   Depositor
	Item 9.01 – Financial Statements and Exhibits	●   Responsible party for reporting/disclosing the financial statement or exhibit



 



    Sch. VI-3


     


    

 


SCHEDULE VII


 


INITIAL SERVICED COMPANION
LOAN NOTEHOLDERS


 


	Serviced Companion Loan	Initial Noteholders	Address
	181 Fremont Street	
        BANK 2018-BNK12 (Note A-2 Holder)

         
	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: BANK 2018-BNK12 Asset Manager

        Email: commercial.servicing@wellsfargo.com

         

        and a copy to:



Mayer Brown LLP

Hearst Tower, 38th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

        Attention: Christopher J. Brady

        Facsimile Number: (704) 377-2033

         

	 	Wells Fargo Bank, National Association (Note A-3 Holder)	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: Benchmark 2018-B4 Asset Manager

        Facsimile number: (704) 715-0036

         

        with a copy to:

         

        K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202





 



    Sch. VII-1


     


    

 


	 	 	Attention: Stacy G. Ackermann
 Reference: Benchmark 2018-B4
 Fax Number: (704) 353-3190
 Email: stacy.ackermann@klgates.com

                                                                         

	 	Deutsche Bank AG, New York Branch (Note A-5 Holder)	
        Deutsche Bank AG, New York Branch

60 Wall Street

New York, New York 10005

Attention: Robert Pettinato

        Telecopier: (212) 797-4488

        E-mail: Robert.pettinato@db.com

         

        with a copy to:

         

        Deutsche Bank AG, New York Branch

        60 Wall Street

        New York, New York 10005

        Attention: General Counsel

         

	 	WFCM 2018-C44 (Note A-6-1 Holder)	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: WFCM 2018-C44 Asset Manager

        Email: commercial.servicing@wellsfargo.com

         

        and a copy to:

         

        Mayer Brown LLP

        214 North Tryon Street, Suite 3800

        Charlotte, North Carolina 28202

        Attention: Christopher J. Brady, Esq.

         

	 	WFCM 2018-C45 (Note A-6-2 Holder)	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: WFCM 2018-C45 Asset

        



 



    Sch. VII-2


     


    

 


	 	 	
    Manager

        Email: commercial.servicing@wellsfargo.com

         

        and a copy to:

         

        Mayer Brown LLP

        214 North Tryon Street, Suite 3800

        Charlotte, North Carolina 28202

        Attention: Christopher J. Brady,
Esq.

	636 11th Avenue	
        JPMorgan Chase Bank,

        National Association (Note A-2 Holder, Note A-3 Holder)

         
	
        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 31st Floor

        New York, New York 10179

        Attention: Kunal K. Singh

        Email: US_CMBS_Notice@jpmorgan.com

         

        and

        

        JPMorgan Chase Bank, National Association

        4 New York Plaza, 21st Floor

        New York, New York 10004

        Attention: Bianca A. Russo, Managing Director & Associate General Counsel

        Email: US_CMBS_Notice@jpmorgan.com

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft
LLP

        227 West Trade Street

        Charlotte, NC 28202

        Attention: David Burkholder

        Facsimile No.: (704) 348-5309




 



    Sch. VII-3


     


    

 


	 	CGCMT 2018-C5 (Note A-4 Holder)	
        Midland Loan Services, a Division
of PNC Bank, National Association,

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President
– Division Head

        Fax number: 1-888-706-3565

         

        with a copy to:

         

        Stinson Leonard Street LLP

        1201 Walnut Street, Suite 2900

        Kansas City, Missouri 64106-2150

        Attention: Kenda K. Tomes

        Fax number: (816) 412-9338

         

	 	Citi Real Estate Funding Inc. (Note A-5 Holder)	
        Citi Real Estate Funding Inc.

        390 Greenwich Street, 7th Floor

        New York, New York 10013

        Attention: Richard Simpson

        Facsimile: (646) 328-2943

         

        with a copy to:

         

        Citi Real Estate Funding Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan O’Connor

         

	Meridian Corporate Center	JPMDB 218-C8 (Note A-2 Holder)	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 S. Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: JPMDB 2018-C8 Asset Manager

        Telecopy Number: (704) 715-0036

        E-mail: commercial.servicing@wellsfargo.com

         

        with a copy to:

        

        Wells Fargo Bank, National Association Legal Department
        

         




 



    Sch. VII-4


     


    

 


	 	 	
    301 S. College St., TW-30

        Charlotte, North Carolina 28202

        Attention: Commercial Mortgage Servicing Legal Support

        Reference: JPMDB 2018-C8

         

        with a copy to:

        

        K&L Gates LLP

        Hearst Tower, 47th Floor

        214 North Tryon Street

        Charlotte, North Carolina 28202

        Attention: Stacy G. Ackermann

        Facsimile Number: (704) 353-3190

         

        
	Sheraton Music City	JPMorgan Chase Bank, National Association (Note A-2-A Holder)	
        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 31st Floor

        New York, New York 10179

        Attention: Kunal K. Singh

        Email: US_CMBS_Notice@jpmorgan.com

         

        and

        

        JPMorgan Chase Bank, National Association

        4 New York Plaza, 21st Floor

        New York, New York 10004

        Attention: Bianca A. Russo, Managing Director & Associate General Counsel

        Email: US_CMBS_Notice@jpmorgan.com

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft
LLP

        227 West Trade Street

        Charlotte, NC 28202

        Attention: David Burkholder

        Facsimile No.: (704) 348-5309

         

	Westbrook Corporate Center	MSC 2018-H3 (Note A-2 Holder)	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo
        

         




 



    Sch. VII-5


     


    

 


	 	 	
    401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: MSC 2018-H3 Asset Manager

        Facsimile number: (704) 715-0036

         

        With a copy by email to: commercial.servicing@wellsfargo.com

        

        with a copy to:

        

        Wells Fargo Bank, National Association

        Legal Department

        301 South College Street

        Charlotte, North Carolina 28202-0166

        Attention: Commercial Mortgage Servicing Legal Support

        Facsimile number: (704) 383-0353

        Reference: Benchmark 2018-B4

        

        with a copy to:

        

        K&L Gates LLP

        Hearst Tower, 47th Floor

        214 North Tryon Street

        Charlotte, North Carolina 28202

        Attention: Stacy G. Ackermann

        Reference: Benchmark 2018-B4

        Fax Number: (704) 353-3190

        Email: stacy.ackermann@klgates.com

         

	 	Citi Real Estate Funding Inc. (Note A-3 Holder)	
        Citi Real Estate Funding Inc.

        390 Greenwich Street, 7th Floor

        New York, New York 10013

        Attention: Richard Simpson

        Facsimile: (646) 328-2943

         

        with a copy to:

         

        Citi Real Estate Funding Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan O’Connor

         

	JAGR Hotel Portfolio	JPMorgan Chase Bank, 	
        JPMorgan Chase Bank, National


         




 



    Sch. VII-6


     


    

 


	 	National Association (Note A-1 Holder)	
    Association

        383 Madison Avenue, 31st Floor

        New York, New York 10179

        Attention: Kunal K. Singh

        Email: US_CMBS_Notice@jpmorgan.com

         

        and

        

        JPMorgan Chase Bank, National Association

        4 New York Plaza, 21st Floor

        New York, New York 10004

        Attention: Bianca A. Russo, Managing Director & Associate General Counsel

        Email: US_CMBS_Notice@jpmorgan.com

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft
LLP

        227 West Trade Street

        Charlotte, NC 28202

        Attention: David Burkholder 

        Facsimile No.: (704) 348-5309





 



    Sch. VII-7


     


    

 


SCHEDULE VIII


 


CONTACT INFORMATION
FOR THE OTHER 17G-5 INFORMATION PROVIDER


 


	Other 17g-5 

Information Provider	Transaction	Contact Information
	Wells Fargo Bank, National Association	BANK 2018-BNK12	17g5informationprovider@wellsfargo.com, specifically with a subject reference of “BANK 2018-BNK12” and an identification of the type of information being provided in the body of such electronic mail.
	Wells Fargo Bank, National Association	WFCM 2018-C44	17g5informationprovider@wellsfargo.com, specifically with a subject reference of “WFCM 2018-C44” and an identification of the type of information being provided in the body of such electronic mail.
	Wells Fargo Bank, National Association	WFCM 2018-C45	17g5informationprovider@wellsfargo.com, specifically with a subject reference of “WFCM 2018-C45” and an identification of the type of information being provided in the body of such electronic mail.
	Citibank, N.A.	CGCMT 2018-C5	Ratingagencynotice@citi.com, specifically with a subject reference of “CGCMT 2018-C5” and an identification of the type of information being provided in the body of such electronic mail.
	Wells Fargo Bank, National Association	JPMDB 2018-C8	17g5informationprovider@wellsfargo.com, specifically with a subject reference of “JPMDB 2018-C8” and an identification of the type of information being provided in the body of such electronic mail.
	Wells Fargo Bank, National Association	MSC 2018-H3	17g5informationprovider@wellsfargo.com, specifically with a subject reference of “MSC 2018-H3” and an identification of the type of information being provided in the body of such electronic mail.



 



    Sch. VIII-1


     


    

 


SCHEDULE IX


 


MORTGAGE LOANS WITH “PERFORMANCE”,
“EARN-OUT” OR “HOLDBACK” ESCROWS OR RESERVES EXCEEDING 10% OF THE STATED PRINCIPAL BALANCE OF THE MORTGAGE
LOAN AS OF THE CUT-OFF DATE


 


	Loan No.	Loan	Reserve Type	Amount
	6	Aon Center	Performance Reserve	$18,300,000
	11	Westbrook Corporate Center	
        TI/LC Reserve

         

        Unfunded Obligations Reserve
	
        $4,650,000

         

        $7,330,378

	20	180 Bedford	Holdback Reserve	$4,000,000




 



    Sch. IX-1